Ministry of Corporate Affairs
NOTICE INVITING COMMENTS ON THE REPORT OF THE COMPANIES LAW COMMITTEE
Dated: 1st February, 2016
The Ministry of Corporate Affairs had, on 4th June, 2015, constituted a Companies Law Committee (CLC) to make recommendations on issues arising from the implementation of the Companies Act, 2013 and on the recommendations received from the Bankruptcy Law Reforms Committee, the High Level Committee on CSR, the Law Commission and other agencies.
The CLC has submitted its Report to the Government on 1st February, 2016 which has been placed on the website of the Ministry of Corporate Affairs (MCA). The report is available at the following link
It has been decided to invite comments/suggestions on the said Report from all the stakeholders through an online facility made available on the MCA website upto 15th February, 2016. It is requested that comments/suggestions on the Report may be provided through such facility by 15th February, 2016.
Comments/suggestions should be with specific reference to one or more paragraphs of the Report of the CLC and should be submitted through the online facility only. Suggestions not related to the paragraphs will not be taken on record. In order to avoid repetition/duplication of comments/suggestions, the members/ patrons of the Professional Institutes/ Councils/ Industry Chambers should route their comments/ suggestions through respective Institute/Council/Chamber.
STRUCTURE AND OVERVIEW OF THE REPORT
3.1 The report is divided into two parts, namely Part I, dealing with the suggested amendments in the Companies Act, 2013, and Part II, proposing changes to Rules issued under the Act. The recommendations in Part I of the report have been divided into sections, broadly sequenced as per the scheme of the Chapters in the Companies Act, 2013. Summary of the changes proposed in the Act and the Rules as contained in the report have been tabulated at Annexure III.
3.2 The Committee’s recommendations would result in changes in 78 sections, and more than one hundred changes in the Act. While the report proposes specific amendments that need to be carried out, it may be noted that some amendments may also require consequential changes to the Act, which may be addressed at the stage of legislative drafting for ensuring consistency.
3.3 In relation to definitions of certain terms used in the Act, the Committee recommends changes/improvements to the following definitions among others: Associate Company, Debentures, Financial Year, Holding Company, Interested Director, Key managerial personnel, Net worth, Related Party, Small Company, Subsidiary Company and Turnover. These modifications have been proposed to remove ambiguities and make the definitions more objective. The amendments proposed to the provisions relating to incorporation of companies relate to allowing unrestricted object clause in the memorandum of association, and certain filing and registration related requirements. These amendments have been proposed to make the process of incorporation simpler and provide greater flexibility for carrying out business.
3.4 In so far as the chapters relating to raising of capital are concerned, the recommendations of the Committee are aimed at simplifying the disclosure regime, streamlining the private placement mechanism and synchronising the provisions of the Act with the regulations issued by other sectoral regulators. While the changes proposed in relation to these provisions are expected to help businesses in raising capital, they also take into account the interests of all stakeholders by ensuring that adequate disclosures and appropriate safeguards against misuse are retained. The amendments relating to provisions dealing with registration of charges are aimed at providing some relaxations so as to facilitate the ease of doing business.
3.5 The recommendations of the Committee relating to declaration and payment of dividend are aimed at harmonising the provisions in the Act and Rules to provide correct interpretation and for addressing some loopholes to ensure that businesses do not misuse the provisions to pay out dividend out of the company’s capital. The Committee has also suggested changes to the provisions relating to accounts and audit to improve transparency and the quality of information in relation to the financial position of the company. These recommendations also address ambiguities in relation 3oQca cFDa3iFXQoDQpLofi3s QfRI Qde3erRILa3iVnQIfQa Q GIIpaII’sQcoDpWra3eQLocRIl Q reHpVSsibili3L’QLbliga3ioLIR Q
3.6 The Committee’s recommendations on corporate governance (Chapter VII-‘Management and Administration’, Chapter XI- ‘Appointment and Qualifications of Directors’, Chapter XII- ‘Meetings of Board and Its Powers’and Chapter XIII- ‘Appointment and Remuneration of Managerial Personnel’) are aimed at striking the right balance among objectives such as improving corporate governance, incentivising individuals to take up positions of responsibility, and reducing the cost of compliance. These recommendations touch upon a wide range of issues and concepts including independent directors, nomination and remuneration committee, audit committee, disclosure of interests, loans and investments, managerial remuneration, and insider trading.
3.7 The remaining recommendations proposing amendments to the Act deal with issues relating to compromises and arrangements, registered valuers, companies incorporated outside India, registration offices and fees, Nidhis, National Company Law Tribunal, Special Courts and Penalties.
3.8 The Committee has also, as part of its deliberations recommended certain changes specifically for encouraging start-ups. In addition, there are certain recommendations which, though being changed/modified for other classes of companies, would create a positive environment for start-ups. These recommendations relate to incorporation, raising of capital, and certain compliances. Specifically, the recommendations have been made for reducing compliance burden on account of the private placement procedure (paragraph 3.3 to 3.12 of Part I of the report), excluding convertible notes raised by start-ups from the definition of deposits (paragraph 5.5 of Part II of the report), simplifying the procedure to convert an LLP into a company (paragraph 14.2 of Part II of the report), addressing concerns with regard to insider trading provisions (paragraph 12.23 of Part I of the report), allowing start-ups to raise deposits for its initial five years without any upper limits (paragraph 5.5 of Part I of the report), allowing start-ups to issue ESOPs to promoters working as employees (paragraph 4.11 of Part I of the report), rules regarding availability of names are being made liberal to allow for more innovative names (paragraph 2.13 to 2.15 of Part II of the report), relaxing the requirement for foreign nationals to be managing directors/whole time directors (paragraph 13.14 of Part I of the report), increasing the thresholds for private companies to comply with having an Independent Director, Audit Committee, Nomination & Remuneration Committee (paragraph 12.9 of Part I and 12.3 of Part II of the report), doing away with the requirement for Government approval for managerial remuneration (paragraph 13.5 of Part I of the report), and increasing the limits with regard to sweat equity that can be issued by a company from 25% of paid up capital to 50% (paragraph 4.10 of Part II of the report).
Recommendations Proposing Amendments to the Act and Rules are divided in following heading :-
Recommendations Proposing Amendments to the Act
2. Incorporation of Companies
3. Prospectus and Allotment of Securities
4. Share Capital and Debentures
5. Acceptance of Deposits by Companies
6. Registration of Charges
7. Management and Administration
8. Declaration and Payment of Dividend
9. Accounts Of Companies
10. Audit and Auditors
11. Appointment and Qualifications of Directors
12. Meetings of Board and its Powers
13. Appointment and Remuneration of managerial personnel
14. Inspection, Inquiry And Investigation
15. Compromises, Arrangements and Amalgamations
16. Prevention Of Oppression And Mismanagement
17. Registered Valuers
18. Removal Of Names Of Companies From The Register Of Companies
19. Companies Authorised to Register under this Act
20. Companies Incorporated outside India
21. Government Companies
22. Registration Offices And Fees
23. Companies To Furnish Information Or Statistics
25. National Company Law Tribunal and National Company Law Appellate Tribunal 70
26. Special Courts
29. Revival & Rehabilitation, and Winding Up
Recommendations Proposing Amendments to the Rules
1. Companies (Specifications of Definitions Details) Rules, 2014
2. Companies (Incorporation) Rules, 2014
3. Companies (Prospectus and Allotment of Securities) Rules, 2014 (PAS Rules)
4. Companies (Share Capital And Debenture) Rules, 2014
5. Companies (Acceptance Of Deposit) Rules, 2014
6. Companies (Registration Of Charges) Rules, 2014
10. Companies (Audit & Auditors) Rules, 2014
11. Companies (Appointment And Qualification Of Directors) Rules, 2014
12. Companies (Meetings Of Board And Its Powers) Rules, 2014
14. Companies (Authorised To Register) Rules, 2014
15. Companies (Registration Of Foreign Companies) Rules, 2014