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Highlights of Bill to further amend Companies Act, 2013

Updated: Mar 19, 2016 06:02:55am
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New Delhi, Mar 19 (KNN) The Bill to further amend the Companies Act, which was introduced in the Lok Sabha on Wednesday, aims to address the issues towards ease of doing business.

Corporate Affairs Minister Arun Jaitley introduced the Companies (Amendment) Bill, 2016 -- which has taken into consideration the suggestions made by a high level panel last month on further possible changes to the law.

This is the second time that Prime Minister Narendra Modi-led government would be amending the Companies Act, 2013 which was passed during the previous UPA regime.
Some of the salient features of the Bill are:

   1.   Simplification of the private placement process under which there would be no need for separate offer letter, by making filing of details or records of applicants to be part of return of allotment only, and reducing number of filings to Registrar;
   2.   Allow unrestricted object clause in the Memorandum of Association dispensing with detailed listing of objects, self-declarations to replace affidavits from subscribers to memorandum and first directors;
   3.   Provisions relating to forward dealing and insider trading to be omitted from the Act;
   4.   Requirement of approval of the Central Government for Managerial remuneration above prescribed limits to be replaced by approval through special resolution by shareholders;
   5.   A company may give loans to entities in which directors are interested after passing special resolution and adhering to disclosure requirement;
   6.   Remove restrictions on layers of subsidiaries and investment companies; and amend CSR provisions to bring greater clarity and exempt certain class of foreign entities from the compliance regime under the Act.
   7.   Allow for exempting class of foreign companies from registering and compliance regime under the Act;
   8.   Align prescription for companies to have Audit Committee and Nomination and Remuneration Committee with that of Independent Directors;
   9.   Test of materiality to be introduced for pecuniary interest for testing independence of Independent Directors;
  10.  Disclosures in the prospectus required under the Companies Act and the Securities and Exchange Board of India Act, 1992 and the regulations made thereunder to be aligned by omitting prescriptions in the Companies Act and allowing these prescriptions to be made by the Securities and Exchange Board of India in consultation with the Central Government;
  11.   Provide for maintenance of register of significant beneficial owners by a company, and filing of returns in this regard to the Registrar;
  12.   Removal of requirement for annual ratification of appointment or continuance of auditor.

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