o : the companies bill, 2011 - caaa.in companies bill 2011 1203.pdf · the companies bill, 2011 ......

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The Companies Bill, 2011

CA Rajkumar S AdukiaB.Com (Hons), FCA, ACS, ACWA, LLB, DIPR, DLL

&LP, IFRS(UK), MBA

email id: [email protected]

Mob: 09820061049/09323061049

To receive regular updates kindly send test email to : [email protected] & [email protected]

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Overview

Major Changes under Bill, 2011

Overview of Companies Bill, 2011

New Concepts under Bill 2011

Bill 2011 introduces exclusive Chapters

Companies Act, 1956 modified under Bill

2011

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The Companies Act

Joint Stock Companies Act 1844 – UK

Joint Stock Companies Act of 1850 - India



The Companies Act, 1866 - India



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Major Changes under Co’s Bill

2011

Board Composition

and Accountability,

Independence and

Empowerment of

Independent Directors,

Assurance and Risk

Management,

Investor Protection,

Corporate Social

Responsibility (CSR)

and

Audit Accountability.

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Overview of Companies Bill,

2011E- Governance

Corporate Social Responsibility introduced

Enhanced Accountability on part of Companies

Additional Disclosure Norms

Facilitating raising of Capital by Companies

Audit Accountability

National Company Law Tribunal

Managerial Remuneration

Facilitating Mergers & Acquisitions

Protection for Minority Shareholders

Investor protection

Serious Fraud Investigation Office (SFIO)

Woman Director

Mediation and Conciliation Panel

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The Companies Bill,

2009

The Companies Act,

1956

Report of SCF in

2010

The Companies Bill,

2011

????????????

The Companies Act,

2011????????????

Why this delay?????

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Independent Director (ID)

Definition – Cl 2(47)

CSR – Cl 135

1/3rd of Listed Company

BoD – Cl 149(3)

Who is ID? – Cl 149(5)

Schedule VI code to IDs –

Cl 149(7)

Alternate Director – 1st

proviso to Cl 161(2)

Two consecutive terms –

term of 5 years – Cl 152

Manner of Selection – Cl

150(1)

No Stock Options (Cl

197(7)

Yippee! After all the hue & cry efforts to

safeguard Stakeholder Interest

!

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Independent Director (ID)

Nominee Directors are

not IDs

Same company

appointment after 3

yrs (Cooling Period)

An ID is one who

possesses

• Integrity

• Expertise &Experience

• Not a promotor of Co,

H&S or Ass Co

• No pecuniary interest

• 2% or more

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Defining Independent Director

Director referred to in Cl 149(5)

A director other than MD or WTD or ND

Integrity, Expertise & Experience

Is Not or was not a Promotor

Not related to Promotors

No pecuniary relationship with company

Nor any of ID’s relatives have pecuniary interest

One who possesses qualifications as prescribed

Neither ID or his relatives have been

• KMP or Employee of the company

• Employee or Proprietor or Partner of

• Firm of auditors or

• Firm of company secretaries

• Legal or Consulting Firm

• Holds together with relatives 2% or more of total voting power

• Is the Chief Executive or director of NGO that receives 25% or more receipts from the company

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Brushing Corporate Governance

Every company with• NW of 500 Crs or more or

• TO of 1000 Crs or more or

• NP of 5 Crs or more

During any financial year shall constitute Corporate Social Responsibility Committee (CSRD) with at least one ID (Cl 135)

Board’s Report on CSR Initiatives (Cl 134)

CSRD recommends CSR Policy

Activities under Schedule VII

BoD ensures company spends • 2% of Avg NP made in 3

immediately preceding FYs for CSR Policy

Board explanation under Cl 134(3)(o) – where the expenditure is less

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Purchase – Cl 236

Price -Valuation by Regd Valuer

No Provision under

Co’s Act, 1956

Minority Shareholding

My interest

safe

guarded!!!

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Enhanced Accountability by

Companies

Independent Directors (ID)• Their tenure & liability

• Code for ID provided in Sch VI to the Bill

• Databanks for IDs proposed

CSRC of the Board proposed• This committee will have

IDs to bring more independence

“Promotor” definition includes his liability

Provision in respect of Vigil Mechanism proposed

CG empowered to restrict in respect of layers of subsidiaries for any class or classes of companies

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Diluted Governmental

InterferencesSchedule V

• Part I – Appmt of MD, WTD or Manager with the approval of CG

• Part II – Remuneration payable by Companies having no profit without the approval of the Central Government

•

Power to make Rules – CG

What Rules have in store for us – we will get to know once it arrives

Cl 458 – Delegation by CG of its powers other than the power to make rules (Sec 637 of the Cos Act, 1956)

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E- Governance

Maintenance of documents in electronic

form

Inspection

Books of Accounts in E- form

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Board Composition

Appointment of Key Managerial Personnel [Cl 203(1)]

Concept of Independent Directors (Cl 149)

Duties of Directors (Cl 166)

Resignation of Directors (Cl 168)

The Stakeholders Relationship Committee (Cl 178(5))

Nomination & Remuneration Committee (Cl 178(1) & 178(3))

Audit Committee (Cl 177(2)

Board Meetings through Video and Audio visual means (Cl 173(2))

Functions of Company Secretary (Cl 205)

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Appointment of Key Managerial

Personnel (KMP)

Company shall have WT KMP (Cl 203(1)

Definition of KMP – Cl 2(51) – means

CS appointed by Board Resolution (Cl 203)

No CS appointed penalty imposed on Company &KMP

MD CEO

CFO on Board Appmt

WTDor or or and CS

CEO or MD or Manager CS

Manager

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Duties of Directors – Cl 166

In accordance with the

articles of the company

Act in good faith

due and reasonable care

direct or indirect interest

No undue gain or

advantage

Shall not assign office

Contravention punishable

with fine of Rs. 1lac to 5

lacs

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Managerial Remuneration (Cl 197)

� Provisions relating to limits on remuneration provided in

the existing Act being included in the Bill. Maximum

limit of 11% (of net profits) being retained.

� For companies with no profits or inadequate profits

remuneration shall be payable in accordance with new

Schedule of Remuneration and in case a company is not

able to comply with such Schedule, approval of Central

Govt. would be necessary.

18

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Woman Director (CLAUSE 149)

At least one woman director being made mandatory in the

prescribed class or classes of companies.

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Secretarial Standards Introduced

For the first time, the Secretarial Standards has been

introduced and provided statutory recognition [refer Clause

118(10) & 205].

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Investor Protection Measures

� Issue and transfer of securitiesand non-payment of dividend bylisted companies, has to beadministered by SEBI by makingregulations. (Clause 24)

� An act of fraudulent inducementof persons to invest money ispunishable with imprisonmentfor a term which may extend to tenyears and with fine which shall notbe less than the amount involved infraud, but which may extend tothree times the amount involved(Clause 36 & 447).

� A suit may be filed by a personwho is affected by any misleadingstatement or the inclusion oromission of any matter in theProspectus or who has investedmoney by fraudulent inducement(Clause 37).

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Serious Fraud Investigation Office (SFIO) (CLAUSE 211)

Statutory status to SFIO has been proposed.

Investigation report of SFIO filed with the Court for framing of

charges shall be treated as a report filed by a Police Officer.

SFIO shall have power to arrest in respect of certain offences of the

Bill which attract the punishment for fraud.

Those offences shall be cognizable and the person accused of any such

offence shall be released on bail subject to certain conditions provided

in the relevant clause of the Bill.

Stringent penalty provided for fraud related offences.

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Committees

Stakeholder Relationship Committee

Nomination & Remuneration

Committee

CSRCommittee

AuditCommittee

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Important Definitions

Associate Company

Related Party

Small Company

Promoter

Global Depository Receipt

CEO

CFO

Employee Stock Option

One Person Company

(OPC)

Turnover

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New Chapters under Bill 2011

Registered Valuer –

Chapter 17 – Cl 247

Government

Companies – Ch 23 –

Cl 394 & 395

Companies to

Furnish Information

& Statistics – Ch 25 –

Cl 405

Special Courts – Ch

28 – Cl 435 to 446

Nidhis – Ch 26 –Cl

406

NCLT &AT – Ch 27

– Cl 407 to 434

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Registered Valuer – Chapter XVII

– Clause 247

Where a valuation is required to be made in respect of any property, stocks, shares, debentures, securities or goodwill or any other assets (herein referred to as the assets) or net worth of a company or its liabilities under the provision of this Act.

It shall be valued by a person having such qualifications and experience and registered as a valuer in such manner, on such terms and conditions as may be prescribed and appointed by the audit committee or in its absence by the Board of Directors of that company

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Government Companies –

Chapter XXIIIWhere the Central Government is a member of a Government company, the Central Government shall cause an annual report on the working and affairs of that company to be—

(a) prepared within three months of its annual general meeting before which the comments given by the Comptroller and Auditor-General of India and the audit report is placed under the proviso to sub-section (6) of section 143; and

(b) as soon as may be after such preparation, laid before both Houses of Parliament together with a copy of the audit report and comments upon or supplement to the audit report, made by the Comptroller and Auditor-General of India. (Clause 394(1))

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Government Companies –

Chapter XXIIIWhere the Central Government is not a member of a Government company, every State Government which is a member of that company, or where only one State Government is a member of the company, that State Government shall cause an annual report on the working and affairs of the company to be—

(a) prepared within the time specified in sub-section (1) of section 394; and

(b) as soon as may be after such preparation, laid before the House or both Houses of the State Legislature together with a copy of the audit report and comments upon or supplement to the audit report referred to in sub-section (1) of that section (Clause 395(1))

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Companies To Furnish Information or

Statistics – Chapter XXV

The Central Government may, by order,

require companies generally, or any class of

companies, or any company, to furnish such

information or statistics with regard to their

or its constitution or working, and within

such time, as may be specified in the order

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Special Courts – Chapter XXVIII

– Clauses 435 to 446

The Central Government may, for the purpose of

providing speedy trial of offences under this Act,

by notification, establish or designate as many

Special Courts as may be necessary.

A Special Court shall consist of a single judge

who shall be appointed by the Central

Government with the concurrence of the Chief

Justice of the High Court within whose

jurisdiction the judge to be appointed is working

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Mediation and Conciliation Panel

The Central Government shall maintain a panel of

experts to be called as the Mediation and

Conciliation Panel

Consisting of such number of experts having such

qualifications as may be prescribed for mediation

between the parties during the pendency of any

proceedings before the Central Government or the

Tribunal or the Appellate Tribunal under this Act.

(Clause 442)

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Nidhis – Chapter XXVI

Power to modify Act in its Application to

Nidhis - “Nidhi” means a company which has

been incorporated as a Nidhi with the object of

cultivating the habit of thrift and savings amongst

its members, receiving deposits from, and lending

to, its members only, for their mutual benefit, and

which complies with such rules as are prescribed

by the Central Government for regulation of such

class of companies.

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National Company Law Tribunal &

Appellate Tribunal – Chapter XXVII

The Central Government shall, by notification, constitute, with effect from such date as may be specified therein, a Tribunal to be known as the National Company Law Tribunal

Consisting of a President and such number of Judicial and Technical members, as the Central Government may deem necessary, to be appointed by it by notification, to exercise and discharge such powers and functions as are, or may be, conferred on it by or under this Act or any other law for the time being in force. (Clause 408)

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National Company Law Tribunal &

Appellate Tribunal – Chapter XXVII

The Central Government shall, by notification, constitute, with effect from such date as may be specified therein, an Appellate Tribunal to be known as the National Company Law Appellate Tribunal

Consisting of a chairperson and such number of Judicial and Technical Members, not exceeding eleven, as the Central Government may deem fit, to be appointed by it by notification, for hearing appeals against the orders of the Tribunal. (Clause 410)

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New Concepts & Issues - Bill 2011

One Person Company

Nomination & Remuneration Committee

Defn of Related Party

Postal Ballot for Approval

Valuation Report from a Regd Valuer

Auditor not to render certain services

Restriction on Declaration of Dividend

Cost Records Mandated

Listing of Director’s Duties

Fast Track Merger Process

Amalgamation of Indian Company with Foreign Company

Purchase of Minority Shareholding

Transfer of Listed Company with Unlisted Company

Restriction on Investment (Subsidiary)

No Compulsory trf to Reserves

Equity Share Capital Defined

Insider trading of securities prohibited

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One Person Company (OPC)

A minimum of one person, where thecompany to be formed is to be OnePerson Company that is to say, a privatecompany”

The memorandum of OPC shallindicate the name of the other person,who shall, in the event of thesubscriber’s death become the memberof the company

The words ‘‘One Person Company’’shall be mentioned in brackets belowthe name of such company

Annual Return in relation to OPC theannual return shall be signed by thecompany secretary, or where there is nocompany secretary, by the director ofthe company

The financial statement, including consolidated financial statement, if any, shall be approved only by one director, for submission to the auditor

Every company shall have a Board of Directors Every company one director in the case of a One Person Company

In case of a One Person Company an individual being member shall be deemed to be its first director until the director or directors are duly appointed by the member

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Companies Act, 1956 - Modified

Transfer of shares

Public company shares freely transferable, subject to contracts and agreements (Cl 58(2))

Buy Back – No buy back upto1 year from the date of previous buy back • Buy back not prohibited if

default in repayment of deposits remedied and a 3 years has lapsed since then (Cl 70(1)(c)

Section 111(1)&(2) of the Companies Act, 1956. no provision on contracts & agreements

Buy Back - It is 365 days under Sec 77A(2)

Companies Bill, 2011 Companies Act, 1956

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DividendNo Compulsory Transfer of Profits

to Reserves Cl 123 (1)(b)

Declaration in case of insufficient

profits – not allowed, rule to be

followed (Cl 123(1)(b)

In case of losses interim dividend

shall not be more than the avg of

dividend declared in the immediately

preceeding 3 FYs

Compulsory transfer of the profits to

reserves

Company has to comply with

Companies (Declaration of Dividend

out of Reserves) Rules, 1975

No such provisions under Companies

act, regarding Interim Dividend


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Subsidiary

Restriction: Investment through not more than 2 layers of investment companies (Cl 186(1))

Annual Return: Particulars of holding, subsidiary and associate companies as they stood on the close of the FYin the annual return of the company (Cl 92(1)(a)

Consolidated Financial Statement:where there is more than 1 subsidiary CFS to be prepared and laid before the AGM of the Company (Cl 129(3))

Requriements of Section 212 dispensed with (reqt to attached the FS, auditor’s report, BoD reports of the company)

Auditor not to render certain services ( Services directly or indirectly related to the company or its holding and subsidiary or assoiciate company) (Cl 144)

No such restrictions under Companies Act

No such requirement under the Companies Act

Corresponds to section 211 of the Companies Act

Section 212 of the Companies Act

No such restriction


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Acceptance of Deposit from Public by certain companies

Only banking companies, NBFC and such companies permitted by CG are permitted

A company may accepts deposits subject to the fulfilling of the following conditions

• Credit rating to be obtained

• Providing Deposit Insurance

• 15% of the amt of deposits maturing to be deposited in “Deposit Repayment Reserve Account”

• Certification that no default is committed

Public companies are permitted to accept deposits from public –Companies (Acceptance of Deposit) Rules


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Inter-Corporate Loan, Security, Guarantee and Investment – Cl 186

Exemptions: • A loan made, guarantee given or

security provided by • a banking company or

• an insurance company or

• a housing finance company in the ordinary course of its business or

• a company engaged in the business of financing of companies or of providing infrastructural facilities

• Any acquisition made by • a NBFC registered under Chapter IIIB

of the Reserve Bank of India Act, 1934

• A company whose principle business is acquisition of securities

• Of Shares pursuant to further issue of capital ( allotted in pursuance of Clause 62(1)(a))

l

Section 372A –

Exemption:A loan made , guarantee given or security provided by in addition to the list provided in the Bill 2011 the following are included• Companies established with the object

of financing industrial enterprises or providing infrastructural facilities

• Any company whose principle business was acquisition of shares, stock debentures or other securities

• A private company unless it is a subsidiary company

• Holding company to its WOS

Any investment made in shares allotted pursuant to further issue of capital


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Related Party Transactions

Scope of Cl 188 increased• No company shall enter into any contract or

arrangement with a related party with respect to

• (a) sale, purchase or supply of any goods or materials;

• (b) selling or otherwise disposing of, or buying, property of any kind;

• (c) leasing of property of any kind;

• (d) availing or rendering of any services;

• (e) appointment of any agent for purchase or sale of goods, materials, services or property;

• (f) such related party's appointment to any office or place of profit in the company, its subsidiary company or associate company; and

• (g) underwriting the subscription of any securities or derivatives thereof, of the company:

In order to enter into the above transactions Approval is Required (Clause 188)

• Consent of the BoD given by a resolution

• Prior Approval by the Company – in cases where the paid-up capital of the company or transaction amount exceeds the prescribed limit

Section 297 of the Companies Act• A company cannot enter into the contracts

relating to • Sale purchase or supply of any goods or material

• Sale purchase or supply of any services

• Underwriting the subscription of any shares, debendtures of a company

• Approval required• Consent of BoD by resolution

• Prior Approval of Regional Director in case the paid up capital of the company is exceeding 1 crore


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Specified Persons• Related Party Cl 2(76)

• (i) a director or his relative;

• (ii) a key managerial personnel or his relative;

• (iii) a firm, in which a director, manager or his relative is a partner;

• (iv) a private company in which a director or manager is a member or director;

• (v) a public company in which a director or manager is a director or holds long with his relatives, more than two per cent. of its paid-up share capital;

• (vi) any body corporate whose Board of Directors, managing director or manager is accustomed to act in accordance with the advice, directions or instructions of a director or manager;

• (vii) any person on whose advice, directions or instructions a director or manager is accustomed to act:

• Provided that nothing in sub-clauses (vi) and (vii) shall apply to the advice, directions or instructions given in a professional capacity;

• (viii) any company which is—

• (A) a holding, subsidiary or an associate company of such company; or

• (B) a subsidiary of a holding company to which it is also a subsidiary;

• (ix) such other person as may be prescribed;

• (More coverage when compared to Companies Act, 1956)

Persons covered under Cos Act are• Director of the Company

• Relative of the Director

• A firm in which such related or director is a partner

• Any other partner of such firm in which director or relative is a partner

• Private company in which such director is a director or member


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Exemptions

• Purchase or sale of goods for cash

at prevailing market price

• Purchase or sale of goods and

material or services the cost of

which does not exceed Rs. 5000 in

any year during the period of

contract

• Any transaction of a banking or

insurance company in the ordinary

course of business


Exemptions

• Any transactions entered into by

the company in its ordinary course

of business other than transactions

which are not on an arm’s length

basis (Proviso to Cl 188)

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Loan to Directors Cl 185

Restriction on Loan to directors – applicable to both private and public company

Scope of applicability• No company shall, directly or indirectly, advance

• any loan,

• including any loan represented by a book debt,

• to any of its directors or

• to any other person in whom the director is interested or

• give any guarantee or

• provide any security in connection with any loan taken by him or such other person

Exemptions• (a) The giving of any loan to a MD or whole-time

director—• (i) as a part of the conditions of service extended

by the company to all its employees; or

• (ii) pursuant to any scheme approved by the members by a special resolution; or

• (b) A company which in the ordinary course of its business provides loans or gives guarantees or securities for the due repayment of any loan and in respect of such loans an interest is charged at a rate not less than the bank rate declared by the Reserve Bank of India. -

Section 295

Restriction applicable to only public company

No public company shall directly or indirectly • make any loan or

• give any guarantee or

• provide any security

• to its directors or any other specified persons

• except with the approval of the CG

The said section does not apply to • Private companies

• Holding to its subsidiaries

• Banking Companies


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Compromise, Arrangement and Amalgamation Cl 230

Approval by majority representing 3/4th in the value of creditors or members or class thereof present and voting in person or by proxy or by postal ballot

Valuation Report report to be given to hareholder/Creditors along with notice convening meeting.

Objection to Compromise, Arrangement and Amalgamation - Any objection to the compromise or arrangement shall be made only by

• persons holding >10% of the shareholding or

• having outstanding debt amounting to > 5% of the total outstanding debt

• as per the latest audited financial statement.

Section 391

Approval by majority representing 3/4th in the value of creditors or members or class thereof present and voting in person or by proxy

No valuation report required

Objection to Compromise, Arrangement and Amalgamation can be made by any

• Shareholder or

• Creditor

Irrespective of their shareholding or outstanding debt


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Buy Back of Share - No compromise or arrangement in respect of any buy-back of securities under this section shall be sanctioned by the Tribunal unless such buy-back is in accordance with the provisions of section 68.

Take Over Offer - Any compromise or arrangement may include takeover offer made in such manner as may be prescribed. Provided, that in case of listed companies, takeover offer shall be as per the regulations framed by the Securities and Exchange Board.

Transfer of Listed Company with Unlisted Company –

• Where the transferor company is a listed company and the transferee company is an unlisted company,—

• (A) the transferee company shall remain an unlisted company until it becomes a listed company;

• (B) if shareholders of the transferor company decide to opt out of the transferee company, provision shall be made for payment of the value of shares held by them and other benefits in accordance with a pre-determined price formula or after a valuation is made, and the arrangements under this provision may be made by the Tribunal

A scheme of compromise or arrangement can include any buy back of securities

A scheme of compromise or arrangement cannot include a takeover offer

No provision under the Act


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Expediting Merger Process – Clause 233 (1)• A scheme of merger or amalgamation may be entered

into between two or more small companies or between a holding company and its wholly-owned subsidiary company or such other class or classes of companies as may be prescribed, subject to the following, namely

• Approval of the ROC

• Approval of Official Liquidator

• Members or class of members holding atleast 90% of the total number of shares

• Majority of creditors or class of creditors representing 9/10th in value

Merger or Amalgamation of an Indian Company with a Foreign Company – Clause 234 - A foreign company, may with the prior approval of the Reserve Bank of India,

• merge into a company registered under this Act or

• vice versa and

• the terms and conditions of the scheme of merger may provide,

• among other things,

• for the payment of consideration to the shareholders

• of the merging company in cash, or

• in Depository Receipts, or

• partly in cash and partly in Depository Receipts,

• as the case may be,

• as per the scheme to be drawn up for the purpose.

No Provision under Companies Act

No Provision under Companies Act


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Purchase of minority shareholding –Clause 236

• In the event of an acquirer, or

• a person acting in concert with such acquirer,

• becoming registered holder of ninety per cent. or

• more of the issued equity share capital of a company, or

• in the event of any person or group of persons becoming ninety per cent.

• Majority or holding ninety per cent. of the issued equity share capital of a company,

• by virtue of an amalgamation, share exchange, conversion of securities or

• for any other reason, such acquirer, person or group of persons, as the case may be,

• shall notify the company of their intention to buy the remaining equity shares

• The acquirer, person or group of persons shall offer a price determined on the basis of valuation by a registered valuer in accordance with such rules as may be prescribed

No provision under the Companies Act


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Rehabiliation, Liquidation and Winding

Up –Chapter XIX & Chapter XX

The entire rehabilitation and liquidation process has been made time bound (Clause 254).

Winding up is to be resorted to only when revival is not feasible.

The Company Administrator shall prepare a scheme of revival and rehabilitation [Clause 261].

If revival scheme is not approved by the creditors, the Tribunal shall order for winding up of the company (Clause 258).

The Tribunal may appoint Provisional Liquidator of the company till the making of a winding up order (Clause 273).

The Company Liquidator may, with the sanction of the Tribunal, appoint one or more professionals including Company Secretaries to assist him in the performance of his duties and functions under the Act (Clause 291)

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About the Author

CA. Rajkumar S Adukia is an eminent business consultant, academician, writer, and speaker. He is the senior partner of Adukia & Associates.

In addition to being a Chartered Accountant, Company Secretary, Cost Accountant, MBA, Dip IFR (UK), Mr. Adukia also holds a Degree in Law and Diploma in Labor Laws and IPR.

Mr. Adukia, a rank holder from Bombay University completed the Chartered Accountancy examination with 1st Rank in Inter CA & 6th Rank in Final CA, and 3rd Rank in Final Cost Accountancy Course in 1983.

He started his practice as a Chartered Accountant on 1st July 1983, in the three decades following which he left no stone unturned, be it academic expertise or professional development.

.

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About the Author

He has been coordinating with various Professional Institutions, Associations, Universities, University Grants Commission and other Educational Institutions.

Authored more than 50 books on a vast range of topics including Internal Audit, Bank Audit, SEZ, CARO, PMLA, Anti-dumping, Income Tax Search, Survey and Seizure, IFRS, LLP, Labour Laws, Real estate, ERM, Inbound and Outbound Investments, Green Audit etc.

The author can be reached at [email protected]

Mob – 09820061049 / 09323061049

For more details log on to www.caaa.in

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