Govt introduces Companies Bill 2011 in Lok Sabha

15 Dec 2011 Evaluate

The government has tabled the much awaited Companies Bill in Lok Sabha, which will overhaul India’s corporate law to strengthen governance and increase the transparency. The union cabinet on November 24, approved the Companies Bill, 2011, however it delayed on the back of opposition parties protesting FDI in multi-brand retail.

The Companies Bill, via its 470 provisions, 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.

The bill also seeks 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.

Corporate Affairs Minister M Veerappa Moily was confident the bill would be passed in the current session. If not this session, then it will be enacted in the budget session. The companies bill has already been examined by the parliament’s standing committee on finance chaired by former finance minister Yashwant Sinha.

The amendment bill was introduced way back in 2008 but due to the dissolution of the 14th Lok Sabha was referred to the Parliamentary Standing Committee in 2009.  Following incorporating several suggestions, it was decided to introduce the bill again as the Companies Bill 2011.

The companies bill tabled in the backdrop of Rs 14,000-crore Satyam fraud, seeks to ensure greater accountability thorough additional disclosure norms, facilitate rising of capital. The Companies Act was first passed in 1956. Once passed the draft bill will update the company law in line with the best global practices and modernize the corporate regulation.

Besides this, the bill also spelt out fixed term of four years for auditors and five years for independent directors, who must constitute one-third of the total directors. This has done to make sure transparency in the internal workings of companies in order to avoid any scams. 

The bill has put in places many provisions for Serious Fraud Investigation Office (SFIO) such as the power of arrest. However, it has avoided to giving it suo-moto powers like those enjoyed by the Competition Commission of India. It also bars offering stock option to independent directors on board of company.

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