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New Insertions in Companies Bill 2012


CS Himangshu Kedia 
posted on 27 August 2013



1. 3 One Person Company

 

2. 5 Articles may contain “Provisions of entrenchment “in the articles of association

 

3. 37 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. 38 Disgorgement Provisions

 

5. 42 Definition of ‘Private Placement’.

 

6. 108 Voting through electronic means by members at meetings.

 

7. 118 Secretarial Standards made applicable

 

8. 120 Maintenance and inspection of documents in electronic form.

 

9. 129 Consolidated financial statements mandatory if company has one or more subsidiaries.

 

10. 130 Re-opening of accounts on Court’s or Tribunal’s orders.

 

11. 131 Voluntary Revision of financial statements or Board’s Report with Tribunal’s consent.

 

12. 132 Constitution of National Financial Reporting Authority.

 

13. 135 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. 138 Requirement for specified companies to appoint an internal auditor.

 

15. 139 Mandatory rotation of auditors for listed companies and other prescribed classes of companies.

 

16. 141 LLPs may be appointed as auditors.

 

17. 143 Auditing Standards to be made mandatory.

 

18. 143 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 practiceconducting 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. 144 Auditor not to render certain services.

 

20. 149 Mandatory for prescribed classes of companies to have at least one woman director.

 

21. 149 Every listed company and other prescribed classes of companies to have independent directors.

 

22. 150 Maintenance of databank of independent directors.

 

23. 166 Duties of directors.

 

24. 168 Resignation of director.

 

25. 177 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. 178 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. 154 Participation of directors in board meetings by video conferencing or by electronic means

 

28. 194 Prohibition on forward dealings in securities of company by director or key managerial personnel.

 

29. 195 Prohibition on Insider Trading of securities.

 

30. 203 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. 204 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. 205 Functions of company secretary.

 

33. 211 Investigation in to the affairs of companies by Serious Fraud Investigation Office (SFIO)

 

34. 233 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. 234 Cross Border mergers.

 

36. 236 “Squeeze out provisions” – Purchase of minority shareholding by acquirer on becoming registered holder of 90% or more of issued share capital of company.

 

37. 245 Class action against oppression/mismanagement by member/members by creditor(s).

 

38. 247 Registered Valuers

 

39. 435 Special Courts to deal with offences

 

40. 455 Dormant Company

 

41. 442 Maintenance of Mediation and Conciliation Panel.

 

42. 447 Definition of “Fraud”

 

43. Chapter XIX Time bound procedure for Revival and Rehabilitation of sick companies.

 

 


Published in Corporate Law
Source : No Source Specified
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