CS Kiran Mukadam, ACS, M.Com, SET Hercules Hoists Limited, Mumbai Since the emergence of various corporate scandals in India over the past few years, there has been much attention and debate on the role of Company’s Directors. There has been a lot of focus on independent Directors. A Director must be acted honestly and with [...]

With a view to add transparency, fairness and independence in decision making to safeguard of stakeholders’ interest, the concept of Independent Directors was introduced. While the concept was till date applicable on Listed Public Companies, the New Company Law proposes to introduce the same upon big Public Companies as well.

Companies Bill, 2012 defines ‘One Person Company’ (OPS)as a Company which has only one person as member. Further, clause 3of the Bill provides that a Company may be formed for any lawful purpose by one person. One Person Company is a Private Company formed by subscribing the name of such one person to the Memorandum [...]

SECTION 77 restricts the buyback of own shares from the market by the company or its subsidiaries/parent company. This restriction was imposed on the companies to ensure that these companies do not indulge in unfair and mal trade practices by unnecessarily blowing up their share prices in the market and misleading the investors by giving the misconception that their shares are doing well in the market by adopting techniques of speculation.

CA Punkaj Jain OUTLINE Background of Companies Bill, 2012 Definition Audit & Auditors Penal provisions Loans and Investments Directors, KMP’s and Governance Corporate Social Responsibility Regulatory bodies (NCLT, NFRA, SFIO)

The existing provisions of the Companies Act, 1956 (hereinafter referred to as the Act) contemplate two situations, viz; (a) where the company has only one auditor; and (b) where it has more than one auditor.

Companies Bill, 2012, after a very long journey and with many stumble blocks, has finally seen the light of day in Lok Sabha. After much speculation and eagerness on the subject, Lok Sabha finally approved the Bill on the night of 18th December, 2012.

The proposed Companies Bill, 2012 does not contemplate any verbatim corresponding provision. However, somewhat similar provision is contemplated in the Bill, not as a separate provision, but as part of the provision relating to “Signing of audit report, etc.” contained in section 145 thereof. The said section 145 reads as under:

The new avatar of Companies Bill, is said to aim at – Protecting the interests of Employees and Small Investors,Voluntary adoption of Social Welfare Schemes, Clearing cumbersome procedures and making India an attractive and safe destination for Investment.

In recently passed Companies bill 2012, new concept of One Person Company has been introduced. It is considered as revolutionary step taken by government to encourage unorganized proprietorship business to enter in to organized corporate world.