COMPANIES BILL 2008 - A SNAPSHOT
Transcript of COMPANIES BILL 2008 - A SNAPSHOT
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The Company Law Convergence
Welcome to
Analysis & Discussion on
COMPANIES BILL, 2008
Presentation designed by: B3 Media © 2008 CIER
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Our Previous Gathering
CIER STUDENTS’
CONFERENCE
05.10.2008
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Companies Bill, 2008
Analysis of core areas, discussion& views
By
CS. B. Bilu, ACS, ASI (UK)
COMPANY SECRETARY
Founder & President, CIER
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DISCLAIMER CLAUSE:
This lecture / presentation / views from my part is
protected by disclaimer clause:
‘All the information is as per the available secondary
data, which may or may not be reliable.’
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Introduce
Inform
Views
Objectives of The Company Law Convergence:
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The Companies Bill, 2008is intended to
REPEAL THE EXISTING
COMPANIES ACT, 1956
If the Bill is passed it will
replace the CompaniesAct 1956.
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Why a new law for
companies ?
• Old act prevailing not suiting to todays’corporate
• Irrelevant provisions in 1956 ACT
• Changing capital market & corporatesector
• Increased compliance cost
• Increased corporate frauds & scams• A long process of law making – a MCA
MAGIC.
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DOWNLOAD COMPANIES BILL, 2008
262 pdf pages
From
mca.gov.in
Or
From our websitescieronline.com
bblawclass.com
Companylaw4students.com
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CB8 in nutshell
• A bill to replace existing companies actof 1956;
• Provides for a less-government
intervention;• Gives importance to self-regulation of affairs by shareholders;
• Provides for increased accountability &responsibility.
• Suiting global standards.
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New Concepts in CB8
• One person companies (OPC)
• Key Managerial Personnel (KMP)
• Valuation Professionals• New definitions for most of the relevant
terms
• Increased penalties (minimumpenalties prescribed)
• Major changes introduced.
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• Report of AGM shall be filed with SEBI /RoC within 30 days.
• Books of accounts may be kept in e-
mode (rules to provide for);• Un-adopted accounts to be accepted
by RoC as provisional accounts, &
adopted accounts to be filed within 30days of Adjourned AGM, in whichaccounts are finally adopted.
Major Changes (Cont.)
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• Non-Audit services provided;
• 12 maximum no. of directors, but,nominee directors excluded in 12;
• One director MUST be an ORI;
• Listed co. one third independentdirectors;
• New Disqualifications for directors :Offences in RPT DL5Ys, No DIN;
• Duties of directors specified (C.147)
Major Changes (Cont.)
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Major Changes (Cont.)
• 4 Board meetings in a year (first year 5). Max.gap between two meetings is 120 days.
• Video-Conferencing Meetings allowed;• 7 DAY’S NOTICE FOR BOARD MEETING
MADE COMPULSORY;• Urgent meetings by shorter notice, provided
one ID must be present;• For quorum, directors’ attending through VC
/ E-Mode are also COUNTED.• Sec.297, 314 merged u/c 166 as RELATED
PARTY TRASACTIONS, & scope brodened.
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Major Changes (Cont.)
• New provision for registered valuers (CA, CS,CWAs);
• Winding up – unable to pay debts – made Rs.One Lakh;
• Company Liquidator from a Panel of Professionals (CS, CA, CWA) to beprescribed by CG;
• The provisions relating to producer
companies shall be applicable mutatismutandis as if Companies Act has not beenrepealed.
• No provision for Compliance Certificate.
Clubbed with Annual Report provisions.