Introduction
In a recent development, the Indian Ministry of Corporate Affairs has issued an order extending the tenure of the Company Law Committee. This article provides insights into the purpose of this committee, its objectives, and the significance of this extension.
Detailed Analysis
The Company Law Committee was originally constituted to review the offenses under the Companies Act, 2013. Its inception was marked by an order dated 18th September 2019. Over the years, this committee has played a pivotal role in making recommendations for improving corporate governance and compliance for businesses in India.
One of the key functions of the committee is to analyze the nature of offenses under the Companies Act, particularly distinguishing between compoundable and non-compoundable offenses. It has been tasked with assessing whether certain offenses could be re-categorized as ‘civil wrongs,’ aiming to streamline compliance requirements and facilitate ease of doing business.
Additionally, the committee is exploring the feasibility of introducing mechanisms such as settlement agreements and deferred prosecution within the framework of the Companies Act, 2013. Such mechanisms can provide more efficient dispute resolution and promote a business-friendly environment.
The extension of the committee’s tenure until September 16, 2024, underscores its continued importance in addressing emerging issues affecting the corporate sector in India. The committee’s recommendations are expected to contribute significantly to the enhancement of corporate governance, compliance, and the ease of doing business.
Conclusion
The extension of the Company Law Committee’s tenure is a significant step by the Indian Ministry of Corporate Affairs to ensure that the corporate sector in India operates efficiently and in accordance with the law. As the committee continues its work, it is expected to make recommendations that will benefit businesses and stakeholders alike, promoting a conducive environment for corporate growth and compliance.
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F. No. 2/1/2018-CL-V
Government of India
Ministry of Corporate Affairs
5th Floor, ‘A’ Wing, Shastri Bhawan,
New Delhi- 110001
Dated: 13th September, 2023
ORDER
Subject:- Constitution of the Company Law Committee
In continuation of the Orders of even no. dated 05.09.2022, 23.09.2021, 17.09.2020 and dated 18.09.2019 (annexed herewith), the tenure of the Company Law Committee is hereby further extended by one year i.e. till 16.09.2024.
2. This issues with the approval of the Competent Authority.
(P. Prem Prakash)
Assistant Director,
CL- I Section
Encl: As above
To
All members
Copy to-PS to CAM
PS to MoS, CA
PPS to Secretary, MCA
PPS to JS(MP)
F. No. 2/1/2018-CL-V
Government of India
Ministry of Corporate Affairs
5th Floor, ‘A’ Wing, Shastri Bhawan,
New Delhi- 110001
Dated: 05th September, 2022
ORDER
Subject:- Constitution of the Company Law Committee
In continuation of the Orders of even no. dated 23.09.2021, dated 17.09.2020 and dated 18.09.2019 (annexed herewith), the tenure of the Company Law Committee is hereby further extended by one year
i.e. till 16.09.2023.
2. This issues with the approval of the Competent Authority.
(Chandan Kumar)
Deputy Director
Tel.: – 011-23071190
Encl: As above
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F. No. 2/1/2018-CL-V
Government of India
Ministry of Corporate Affairs
5Ih Floor, ‘A’ Wing, Shastri Bhawan,
New Delhi- 110001
Dated: 23rd September, 2021
ORDER
Subject:- Constitution of the Company Law Committee
In continuation of the Order of even no. dated 18.09.2019 and order of even no. dated 17.09.2020 (annexed herewith), the tenure of the Company Law Committee is hereby further extended by one year from the date of expiry of the last order i.e. till 16.09.2022
2. This issues with the approval of the competent authority.
(Pranay Chaturvedi)
Deputy Director
Tel: – 23071190 End: As above
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F. No. 211/2018-CL-V
Government of India
Ministry of Corporate Affairs
5th Floor, ‘A’ Wing, Shastri Bhawan,
New Delhi- 110001
Dated: 17’h September, 2020
ORDER
Subject:- Constitution of the Company Law Committee
In continuation of the Order of even no. dated 18.09,2019 (annexed herewith), the tenure of the Company Law Committee is hereby extended upto two years from the date of that order i e. upto 17.09,2021.
2. This issues with the approval of the competent authority.
(Pranay Chaturvedi)
Deputy Director
Tel: – 23071190 Encl: As above
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F. No. 2/1/2018-CL-V
Government of India
Ministry of Corporate Affairs
‘A’ Wing, 5th Floor, Shastri Bhawan,
New Delhi-110001
Dated: 18th September, 2019
ORDER
Subject Constitution of the Company Law Committee
A Committee to review the offences under the Companies Act, 2013 was constituted vide order No. 2/1/2018-CL-V dated 13,07.2018. The report of the Committee was submitted to the Hon’ble Corporate Affairs Minister on 27.08.2018. The report, inter alit, made recommendations for recategorizing of certain offences into ‘civil wrongs’, de-clogging the NCLT and also touched upon certain essential elements of corporate governance. On the basis of recommendations made by such Committee and passage of the Companies (Amendment) Act, 2019, relevant changes have been made to the Companies Act, 2013.
2. In line with the Government’s objective of promoting Ease of Living in the country by providing Ease of Doing Business to law abiding corporates, fostering improved corporate compliance for stakeholders at large and also to address emerging issues having impact on the working of corporates in the country, it has been decided to constitute a Company Law Committee for examining and making recommendations to the Government on various provisions and issues pertaining to implementation of the Companies Act, 2013 and the Limited Liability Partnership Act, 2008.
3. Accordingly, the Government hereby constitutes the Company Law Committee consisting of the following members:-
| S. No. |
Name of person/ Institution | – Position |
| 1. | Secretary, MCA | – Chairman |
| 2. | Shri T. K. Viswanathan, Ex- Secretary General, Lok Sabha | – Member |
| 3. | Shri Uday Kotak, MD, Kotak Mahindra Bank | – Member |
| 4. | Shri Shardul S Shroff, Executive Chairman, Shardul Amarchand Mangaldas & Co. | – Member |
| 5. | Shri Amarjit Chopra, Senior Partner, GSA Associates, New Delhi | – Member |
| 6. | Shri Rajib Sekhar Sahoo, Principal Partner, SRB & Associates, Chartered Accountants, Bhubaneshwar | – Member |
| 7. | Shri Ajay Bahl, Founder and Managing Partner, AZB & Partners, Advocates & Solicitors | – Member |
| 8. | Shri G. Ramaswamy, Partner, G. Ramaswamy & Co. Chartered Accountants, Colmba tore | – Member |
| 9. | Shri Siddharth Bide, Chairman, Xpro India Limited | – Member |
| 10. | Ms. Preeti Malhotra, Group President, Corporate Affairs & Governance, Smart Group | – Member |
| 11. | Joint Secretary (Policy) | – Member Secretary |
4. The terms of reference of the Committee would be as follows:-
i. Analyze the nature of the offences (compoundable and non-compoundable) and submit its recommendation as to whether any of the offences could be re-categorized as ‘civil wrongs’ along with measures to optimize the compliance requirements under the Companies Act, 2013 and concomitant measures to provide further Ease of Doing Business;
ii. Examine the feasibility of introducing settlement mechanism, deferred prosecution agreement, etc., within the fold of the Companies Act, 2013; Study the existing framework under the Limited Liability Partnership Act, 2008 and suggest measures to plug the gaps, if any, while at the same time enhancing the Ease of Doing Business;
iii. Propose measures to further de-clog and improve the functioning of the NCLT;
iv. Suggest measures for removing any bottlenecks in the overall functioning of the statutory bodies like SFlO, IEPFA, NFRA, etc. under the Act ;
v. Identify specific provisions under the Companies Act, 2013 and the Limited Liability Partnership Act, 2008 which are required to be amended to bring about greater Ease of Living for the corporate stakeholders, including but not restricted to review of Forms under the two Acts;
vi. Any other relevant recommendation as it may deem necessary.
5. The Chairperson of the Committee may also invite or co-opt any other practitioners, experts (subject specific) who have knowledge or experience in the field of corporate law and representatives from other Ministries or regulators. The Committee may also consult other stakeholders as part of its deliberations. M/s Vidhi Centre for Legal Policy, which is a not-for-profit organization, shall provide legal research assistance to the Committee.
6. The non-official members of the Committee shall be eligible for travelling, conveyance and other allowances as per extant government instructions, as may be decided by Chairperson of the Committee.
7. The Committee shall submit its recommendations in phases and subject-wise to the Government from time to time as may be decided by the Chairperson of the Committee.
8. The Committee shall initially have a tenure of one year from the date of its first meeting.
9. This issues with the approval of Competent Authority.
(Pranay Chaturvedi)
Deputy Director
011-23071190
