NEW INSERTIONS IN COMPANIES BILL 1. One Person Company 2. Articles may contain “Provisions of entrenchment “in the articles of association 3. A suit may be filed or an action may be taken in case of misleading statement or the inclusion or omission of any matter in the prospectus 4.Disgorgement Provisions 5.Definition of ‘Private Placement’. 6.Voting through electronic means by members at meetings. 7.Secretarial Standards made applicable 8.Maintenance and inspection of documents in electronic form. 9.Consolidated financial statements mandatory if company has one or more subsidiaries. 10.Re-opening of accounts on Court’s or Tribunal’s orders. 11.Voluntary Revision of financial statements or Board’s Report with Tribunal’s consent. 12.Constitution of National Financial Reporting Authority. 13.Requirement for specified companies to constitute a Corporate Social Responsibility Committee of the Board to formulate and recommend Corporate Social Responsibility Policy which shall indicate the activity or activities to be undertaken by the company as specified in schedule VII and shall also recommend the amount of expenditure to be incurred on the CSR activities. 14.Requirement for specified companies to appoint an internal auditor. 15.Mandatory rotation of auditors for listed companies and other prescribed classes of companies. 16. LLPs may be appointed as auditors. 17.Auditing Standards to be made mandatory. 18.Duty to Report Fraud to Central Government. if an auditor of a company, in the course of the performance of his duties as auditor, or the cost accountant in practice conducting cost audit or the company secretary in practice conducting secretarial audit, has reason to believe that an offence involving fraud is being or has been committed against the company by officers or employees of the company, he shall immediately report the matter to the Central Government. 19.Auditor not to render certain services. 20.Mandatory for prescribed classes of companies to have at least one woman director. 21.Every listed company and other prescribed classes of companies to have independent directors. 22.Maintenance of databank of independent directors. 23.Duties of directors. 24.Resignation of director. 25.Vigil Mechanism (whistle blowing) proposed to enable a company to evolve a process to encourage ethical corporate behaviour, while rewarding employees for their integrity and for providing valuable information to the management on deviant practices. 26.Following Committees of directors mandatory for listed companies and other classes of companies : (i) Audit Committee (ii) Nomination and Remuneration Committee (iii) Stakeholder’s Relationship Committee 27.Participation of directors in board meetings by video conferencing or by electronic means 28.Prohibition on forward dealings in securities of company by director or key managerial personnel. 29.Prohibition on Insider Trading of securities. 30.Appointment of key managerial personnel compulsory in specified companies - (i) Managing director, or Chief Executive Officer or manager and in their absence,a whole-time director; (ii) Company secretary; and (iii) Chief Financial Officer : 31.Mandatory Secretarial audit for bigger companies (listed companies and such other classes of companies as may be prescribed) by a company secretary in practice 32.Functions of company secretary. 33.Investigation in to the affairs of companies by Serious Fraud Investigation Office (SFIO) 34. A single forum for approval of mergers and acquisitions along with a simple and shorter merger process for holding and wholly owned subsidiary companies or between two or more small companies. 35.Cross Border mergers. 36.“Squeeze out provisions” – Purchase of minority shareholding by acquirer on becoming registered holder of 90% or more of issued share capital of company. 37.Class action against oppression/mismanagement by member/members by creditor(s). 38.Registered Valuers 39.Special Courts to deal with offences 40.Dormant Company 41.Maintenance of Mediation and Conciliation Panel. 42.Definition of “Fraud” 43.Chapter XIX Time bound procedure for Revival and Rehabilitation of sick companies.
Posted on: Sat, 07 Sep 2013 04:04:01 +0000
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