Background of Companies Bill, 2011 – The Ministry of Corporate Affairs took up a comprehensive revision of the Companies Act, 1956 (the Act) in 2004 keeping in view that not only had the number of companies in India expanded from about 30,000 in 1956 to nearly 7 lakhs, Indian companies were also mobilizing resources at a scale unimaginable even a decade ago, continuously entering into and bringing new activities into the fold of the Indian economy. In doing so, they were emerging internationally as efficient providers of a wide range of goods and services while increasing employment opportunities at home. At the same time, the increasing number of options and avenues for international business, trade and capital flows had imposed a requirement not only for harnessing entrepreneurial and economic resources efficiently but also to be competitive in attracting investment for growth. These developments necessitated modernization of the regulatory structure for the corporate sector in a comprehensive manner.

CA Amendment Bill Passed by Both Houses of Parliament -The Chartered Accountants Amendment Bill has been passed by both the Lok Sabha as well as the Rajya Sabha, thus, paving the way for limited liability partnerships (LLPs) and multidisciplinary partnerships subject to notification of the relevant provisions, after the assent of the President of India and issue of guidelines for multidisciplinary partnerships by the Council. The Bill, moved by the Hon’ble Corporate Affairs Minister Dr. M. Veerappa Moily, will allow chartered accountants to have a choice to form a business model of LLPs to offer their services. This legislation will expectedly help them achieve a leadership position in the services sector. Our members’ practice through LLPs and Partnership firm and their entry to MDPs has been allowed. LLPs can also be called firms within the meaning of the CA Act, 1949 and the CA Regulations, 1988.

(iv) Company Law Settlement Scheme [CLSS]: This was introduced in August 2011 to give a chance to companies who have failed to file the balance sheets and annual returns earlier, to complete their filings to avoid prosecution. This measure has elicited a good response and so far about 1.25 lakh documents have been filed, yielding a revenue of Rs.15.37 crore. The Scheme is now valid till January 15, 2012.

In order to deter chief executives and other senior functionaries from indulging in Satyam type accounting fraud, the Companies Bill 2011 stipulates that such officials will have to refund the remuneration received in case the accounts are re-stated.

The government withdrew the Companies Bill and Pension Fund Regulatory and Development Authority Bill on Wednesday after the BJP opposed the first and coalition ally Trinamool Congress withdrew its support for the other.

Though fraud is not explicitly defined in the existing Companies Act there are offences in IPC which include aspects relating to fraud. Frauds of various types like falsification of financial statements through overstatement of assets/ understatement of liabilities, diversion of funds in Project financing, over/under invoicing and capital market, including criminal breach of trust, misappropriation of funds/assets etc. under the IPC have been reported by the SFIO in various cases investigated by it and cases against such companies are being pursued before the concerned courts, under provisions of relevant Act.

a. The Bill has 470 clauses and 7 schedules as against 658 Sections and 15 schedules in the existing Companies Act, 1956. b. The entire bill has been divided into 29 chapters. c. Following chapters have been introduced, viz. * Registered Valuers (ch.17); * Government companies (ch. 23); * Companies to furnish information or statistics (ch. 25); * Nidhis (ch. 26); * National Company Law Tribunal & Appellate Tribunal (ch. 2

Last date for availing benefit under Company Law Settlement Scheme (CLSS), 2011 has been extended up to 15th January, 2012. It is further stated that this Scheme will not be extended beyond 15th January, 2012. For details kindly see General Circular No: 71/2011 available on MCA portal under News & Events and under heading Act, Bills and Rules.

The Companies Bill, which enhances accountability, introduces the concept of corporate social responsibility and encourages e-governance, was introduced in the Lok Sabha today. The 2011 Bill was introduced by Corporate Affairs Minister M Veerappa Moily after he withdrew a similar legislation of 2009 on the ground that the revised measure incorporating several recommendations and suggestions made by the Parliamentary Standing Committee on Finance and various stakeholders.

The Union Cabinet on Thursday cleared the Companies Bill, 2011 and decided to take up the Bill in the Winter Session itself for approval by Parliament. Once approved by Parliament, it will replace half-a-century-old Companies Act. The Cabinet has cleared Companies Bill, 2011. It is likely to be tabled (for consideration and passage) in the ongoing Winter Session, a Corporate Affairs Ministry official said after the Cabinet meeting.