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Companies bill 2012

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    Companies bill 2012 Companies bill 2012 Presentation Transcript

    • 1
    • Companies Bill 2012 Copyright This Presentation is the property of Pooja Gupta and no part of it can be copied, reproduced or distributed in any mannerPresented by CA. Pooja Gupta – B.Com, FCA, LL.B, CS, Masters in Finance (Germany) 2
    • Companies Bill 2012 2008 Bill 2009 Bill 2011 Bill 2012 Bill • Introduced in • Modified 2008 Bill • Introduced in the Lok • Standing Committee Lok Sabha on Re-introduced on Sabha on 14.12.11 submits its report in 23.10.08 03.08.09 June 2012 • Was shelved for • To replace the • Bill referred to taking up the same in • Based on Standing Companies Standing Winter Session of the Committee report the Act, 1956 Committee of Parliament Bill reintroduced as Finance for review the new Companies • Lapsed due to Bill, 2012 dissolution of • Report tabled in Parliament Lok Sabha on • Bill pending in 31.08.10 Rajya SabhaPresented by CA. Pooja Gupta – B.Com, FCA, LL.B, CS, Masters in Finance (Germany) 3
    • Companies Bill 2012Details Companies Act, 1956 Companies Bill, 2012Parts/ Chapter 13 29Sections 658 470Schedules 15 7No. of Clauses in Section 2 67 95(Definitions)Presented by CA. Pooja Gupta – B.Com, FCA, LL.B, CS, Masters in Finance (Germany) 4
    • Companies Bill 2012 Some Quick Bites….  Financial Year ~ 1 April to 31 March. Exception with the approval of Tribunal for companies requiring consolidation outside India  Maximum number of members in a private company from 50 to 200  Concept of One Person Company  Subsidiary company means a company in which holding company exercises or controls more than 50 percent of the total share capital  Private company which is a subsidiary of public company, shall be regarded as a public companyPresented by CA. Pooja Gupta – B.Com, FCA, LL.B, CS, Masters in Finance (Germany) 5
    • Companies Bill 2012 Small Company A company, other than a public company:  having paid-up share capital not exceeding Rupees 50 lakhs or such amount, not exceeding Rupees 5 crores as may be prescribed OR  having turnover not exceeding Rupees 2 crores or such amount, not exceeding Rupees 20 crores, as may ne prescribed, as per its last profit and loss account. Various relaxations in terms of reporting requirement, board meetings and procedure for mergers/ amalgamationsPresented by CA. Pooja Gupta – B.Com, FCA, LL.B, CS, Masters in Finance (Germany) 6
    • Companies Bill 2012Corporate Governance - Appointment & Qualification of Directors, Meeting of Board & itsPowers & Remuneration of Managerial Personnel: Maximum limit of directors in a company raised from 12 to 15, with a power to add 1 more by Special Resolution At least 1 director resident in India for at least 182 days in previous calender year (presently all can be foreigners not residing in India) 1 woman director on Board mandatory Person cannot be director in more than 20 companies as against 15 companies in existing Companies Act, 1956 & out of 20 in not more than 10 public companies All listed companies required to appoint Independent Directors (IDs) At least 1/3rd (33%) of the Board should comprise of IDs. Term of ID appointment is 5 consecutive years; eligible for further 5 years and reappointment eligibility for 3years. ID is not entitled to any remuneration except sitting fee, reimbursement of expenses for participation in the Board and profit commission as approved by membersPresented by CA. Pooja Gupta – B.Com, FCA, LL.B, CS, Masters in Finance (Germany) 7
    • Companies Bill 2012 Accounts of Companies And Audit & Auditor’s functions:  Books of Accounts, documents, records, register of minutes may be kept in electronic form  Companies having subsidiaries required to prepare consolidated financial statement of the company & all subsidiaries (also include financial statements of associate companies & JVs)  Attaching of subsidiaries annual report u/s 212 of Companies Act 1956 dispensed  An individual or a firm as an Auditor appointed at 1st AGM shall hold office till 5th AGM & thereafter till the conclusion of every 5th meeting  Rotation of Individual Auditors in every 5 years & Audit firms every 10 years. Members may resolve to rotate auditing partner at specific interval.Presented by CA. Pooja Gupta – B.Com, FCA, LL.B, CS, Masters in Finance (Germany) 8
    • Companies Bill 2012 Accounts of Companies And Audit & Auditor’s functions:  LLP allowed to be appointed as auditor  Auditor shall not provide directly or indirectly to the company, its holding company, its subsidiary like internal audit, investment advise, management services, etc.  Auditing standards mandatory. Earlier only accounting standards were mandatory  20 is the limit for individual auditor for maximum number of companies. In case of firm, limit is made applicable to each partnerPresented by CA. Pooja Gupta – B.Com, FCA, LL.B, CS, Masters in Finance (Germany) 9
    • Companies Bill 2012Compromise, Arrangements & Easy Mergers/Amalgamations: Merger of Indian Company with Foreign Company and vice versa allowed subject to prior approval of RBI, the Companies Act 1956 does not allow merger of Indian Company into a Foreign company Mergers of two small companies or between holding company and it’s wholly owned subsidiary has now been simplified without requirement of court process. notice has to be issued to ROC and Official Liquidator (OL) first and objections / suggestions have to be placed before members in general meeting. Once the scheme approved by members and creditors, notice have to be given to Central Government , ROC and OL Bill prohibits creation of treasury stock or trust shares. They have to be cancelled or extinguished.Presented by CA. Pooja Gupta – B.Com, FCA, LL.B, CS, Masters in Finance (Germany) 10
    • Companies Bill 2012CSR CSR has been made mandatory for companies with a Networth of INR 500 Cr. (INR 5 Billion) or more, or a turnover of INR 1000 Cr. (INR 10 Billion) or more, or a Net Profit of INR 5 Cr. (INR 50 million) or more during each financial year Such companies must spend 2% of their Average Net Profits the company made during three (3) immediately preceding financial years Such committee is required to constitute – CSR committee which include three (3) or more directors and one (1) independent director which will formulate and recommend CSR activities to the BoardPresented by CA. Pooja Gupta – B.Com, FCA, LL.B, CS, Masters in Finance (Germany) 11
    • Companies Bill 2012Serious Fraud Investigation Office: Central Government shall establish an office called the SFIO to investigate frauds relating to a company Statutory status has been conferred on SFIO SFIO is empowered to arrest in respect of certain offences involving fraudsDeclaration & Payment of Dividends: Shareholders/ Claimants are entitled to claim dividends transferred to Investor Education & Protection Fund Average dividend rate of last three (3) years to be considered in case company has incurred loss in quarter preceding declaration of dividendsPresented by CA. Pooja Gupta – B.Com, FCA, LL.B, CS, Masters in Finance (Germany) 12
    • Companies Bill 2012Presented by CA. Pooja Gupta – B.Com, FCA, LL.B, CS, Masters in Finance (Germany) 13
    • Companies Bill 2012Presented by CA. Pooja Gupta – B.Com, FCA, LL.B, CS, Masters in Finance (Germany) 14
    • Companies Bill 2012 Presenter’s contact details CA Pooja Gupta capooja@yahoo.com +91 – 9821504041 www.capoojagupta.blogspot.com Companies Bill 2012 15