Cabinet approves revised Companies Bill, 2011

25 Nov 2011 Evaluate

A move that will help improve efficiency and increase liability of the corporate sector, the union cabinet on November 24, approved the Companies Bill, 2011. The draft law, to broadly amend the 55-year-old Companies Act 1956 is likely to be tabled in Parliament in the ongoing winter session. Once passed the draft bill will update the company law in line with the best global practices and modernize the corporate regulation. It will sign an era of e-governance, enhanced accountability, and corporate social responsibility (CSR) among companies registered in the country.

The bill also recommends tightening laws for raising money from the public, besides prohibiting any insider trading by company directors or key managerial personnel by treating such activities as a criminal offence. It will also make mandatory for companies to earmark 2% of their average profit of the preceding 3 years for CSR activities and make a disclosure to shareholders about the policy adopted in the process.

Further, disclosure norms for companies are mandatory rotation of auditors and audit firms, regulation of related-party transactions, protection of minority shareholders, provision for class action suits, enhancement of penalties and a mandatory slot for a woman director on company boards are all new proposals included in the bill.

The bill, which will replace the decades old Act, has already been scrutinized by the Parliamentary Standing Committee of Finance and also by various ministries concerned. The bill was initially introduced in Lok Sabha in 2008, but lapsed because of change of government. It was re-introduced in August 2009.

Welcoming the move, CII Director General Chandrajit Banerjee said, ‘the Bill has been through various iterations and industry anxiously awaits a new corporate law that would lay stress on responsible self-regulation. The new company law is expected to be more streamlined and facilitative than the existing 55 year-old Companies Act, it seeks to replace.’

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