NEW COMPANIES BILL TO FIX RESPONSIBILITY AT TOP

 The new Companies Bill 2008, which is before the standing committee of Parliament, for the first time has fixed responsibility and accountability on the top management instead of leaving it loose and broad-based as in the existing Companies Act. The draft Companies Bill 2008 has identified the three key managerial positions as chief executive officer (CEO), chief finance officer (CFO) and company secretary (CS).By recognising these three key managerial positions, the Bill is fixing responsibility to bring out a system which is more accountable, transparent and workable, according to an official at the Ministry of Corporate Affairs (MCA). It would be mandatory to mention the names of people holding these three positions in the annual report of the company.In the present system, it is the ‘officer in default’ who is held responsible for offences committed by a company. However, the definition of ‘officer in default’ is so vast in the Companies Act of 1956 that it is virtually impossible to put the blame on anyone.“This is an era of self regulation where you need a team of competent professionals at helm who can be held responsible,” said NK Jain, secretary and CEO of the Institute of Companies Secretaries of India (ICSI). This will have a positive impact, added Jain.Besides bringing accountability and transparency in companies, by recognising the three key managerial personnel, the draft Bill has provided relief to the honorary directors and independent directors and the non-executive members of the company.In the existing Companies Act, the term ‘officer in default’ encompasses all the senior officials in a company, which include all directors both executive, non-executive and independent. In case of any offence or lapse, any one of them could be made responsible even if they have nothing to do with the actual business of the company, stated Pawan Jain, company secretary of the Abhishek Industries — a leading textiles company in the country.He cites a recent example in which a leading Bollywood star was implicated because a cheque, issued by a company where the actor was an honorary director, got bounced and the person reportedly filed a suit against the actor.Also, said Jain, in cases where companies have not filed their returns, action can be taken against anyone in the company under the definition of ‘offer in default’ and hence the new draft Bill will give respite to companies from such incidents.The draft Bill aims to ensure financial integrity, corporate governance and risk management in the companies, said E Balaji, CEO of Ma Foi Management Consultants.Many public sector companies feel that this would bring good governance in the companies. The bill is a good step in bringing corporate responsibility by giving statutory recognition to the role of CFO, said DK Saraf, CFO of Oil and Natural Gas Corporation.Another important step that the draft Bill has proposed is doing away with the need for central government approval for appointments and fixing remuneration of the key managerial positions. It also envisage removal of the ceiling on managerial remuneration based on net profits.However, AK Singhal, director (finance) NTPC, feels that this wouldn’t be applicable to state-owned companies as the government would continue to fix their remuneration.