The Companies Bill 2012 passed in the Lok Sabha Highlights

INCORPORATION AND CAPITAL RAISING:

  1. A private company can have a maximum of 200members, up from 50 in the Companies Act, 1956.
  2. The concept of One Person Company introduced. Itwill be a private limited company.
  3. Concept of dormant companies introduced. It canbe formed for a future project or to hold an asset or intellectual property.
  4. All companies to follow uniform financial year,running from April to March. Exceptions to be made only for certain companieswith the approval of NCLT.
  5. All typesof securities to be governed by the Bill.
  6. The Prospectus has to be more detailed moneyraised through a prospectus cannot be used for dealing in equity shares ofanother company. If a company changes terms of the prospectus or objects forwhich money is raised, it shall provide dissenting shareholders an exitopportunity.
  7. Private placement defined, with detailed provisionsfor such placement. Apart from existing shareholders, if the Company havingshare capital at any time proposes to increase its subscribed capital by issueof further shares, such shares may also be offered to employees by way of ESOP,subject to the approval of shareholders by way of Special Resolution.
  8. NBFCs notcovered by the provisions relating to acceptance of deposits. They will begoverned by Reserve Bank of India Rules.
  9. Companies can accept deposits only from itsmembers, that too after obtaining shareholders approval. Acceptance of depositalso subject to compliance with certain conditions. Public companies can acceptdeposit from public on complying certain conditions like credit rating.

MANAGEMENT AND ADMINISTRATION:

 

  1. Listed companies required to file a return in aprescribed form with the Registrar regarding any change in the number of sharesheld by promoters and top 10 shareholders of such company, within 15 days ofsuch change.
  2. PostalBallot to be applicable to all the companies, whether listed or unlisted.
  3. Interimdividend in a current financial cannot exceed the average rate of dividend ofthe preceding three years if a company has incurred loss up to the end of thequarter immediately preceding the declaration of such dividend.
  4. Financialstatements include Balance Sheet, Profit & Loss Account and cash flowstatements.
  5. Provisions for re-opening or re-casting of thebooks of accounts of a company provided.
  6. TheNational Advisory Committee on Accounting Standards renamed as The NationalFinancial Reporting Authority. The authority to advise on Auditing Standardsand Accounting Standards.

 

 

AUDITORS AND FINANCIAL STATEMENTS:

 

  1. Every company is required at its first annualgeneral meeting (AGM) to appoint an individual or a firm as an auditor. Theauditor shall hold office from the conclusion of that meeting till theconclusion of its sixth AGM and thereafter till the conclusion of every sixthmeeting. The appointment of the auditor is to be ratified at every AGM.Individualauditors are to be compulsorily rotated every 5 years and audit firm every 10years in listed companies & certain other classes of companies, as may beprescribed.
  2. Auditors have to comply with Auditing Standards.
  3. Acompany’s auditor shall not provide, directly or indirectly, the specifiedservices to the company, its holding and subsidiary company.
  4. A partneror partners of the audit firm and the firm shall be jointly and severallyresponsible for the liability, whether civil or criminal, as provided in thisCompanies Bill 2013or in any other law for the time being in force. If it isproved that the partner or partners of the audit firm has or have acted in a fraudulentmanner or abetted or colluded in any fraud by, or in relation to, the companyor its directors or officers, then such partner or partners of the firm shallalso be punishable in the manner provided in clause 447.

 

DIRECTORS:

 

  1. Prescribed class or classes of companies arerequired to appoint at least one woman director.
  2. At least one director should be a person who hasstayed in India for a total period of not less than 182 days in the previouscalendar year. At least one-third.

 

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