TMI BlogSTATEMENT OF OBJECTS AND REASONSX X X X Extracts X X X X X X X X Extracts X X X X ..... islation to provide for new provisions to meet the changed national and international, economic environment and further accelerate the expansion and growth of our economy. And for this purpose a Bill, namely, the Companies Bill, 2009 was introduced on 3rd August, 2009 in the Lok Sabha along with the Statement of Objects and Reasons appended to the said Bill outlining its salient features. The said Bill was referred to the Parliamentary Standing Committee on Finance for examination and report and the Committee gave its Report on the 31st August, 2010. 3. Subsequent to the introduction of the Companies Bill, 2009 in the Lok Sabha, the Central Government received several suggestions for amendments in the said Bill. The Parliamentar ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he provisions in respect of their tenure and liability, etc., have been provided. Code for IDs provided in a new Schedule to the Bill. Databank for IDs proposed to be maintained by a body/institute notified by the Central Government to facilitate appointment of IDs. (b) Corporate Social Responsibility (CSR) Committee of the Board proposed in addition to other Committees of the Board viz Audit Committee, Nomination and Remuneration and Stakeholders Relationship Committee. These committees shall have Ids/non-executive directors to bring more independence in Board functioning and for protection of interests of minority shareholders. (c) Definition of promoter also included along with his ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ating raising of capital by companies: (a) Provisions for offer or invitation for subscription of securities on private placement basis revised to ensure more transparency and accountability. (b) Companies being allowed to issue equity shares with differential voting rights. (c) Central Government empowered to prescribe, through rules, the requirements in connection with provision for money made by a company for allowing purchase of company s shares by its employees under a scheme for their benefit. Disclosure to be made in the Board s report in respect of voting rights not exercised directly by the employees in respect of shares to which the scheme relates. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ch goods or rendering of such services as may be prescribed. The concept of cost auditing standards being mandated. (e) Secretariat Audit: Prescribed class of companies would need to attach with the Board s Report, a Secretarial Audit Report given by a company secretary in practice. (vii) Managerial Remuneration: (a) Provisions relating to limits on remuneration provided in the existing Act (11% of net profits) included. (b) For companies with no profits or inadequate profits remuneration shall be payable in accordance with new Schedule of Remuneration annexed to the Bill and in case a company is not able to comply with such Schedule, appr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . The Tribunal is being empowered to provide for exit offer to dissenting shareholders in case of compromise or arrangement. (c) The Board may have a director representing small shareholders who may be elected in such manner as may be prescribed by rules. (x) Investor Protection: (a) Acceptance of deposits from public subject to a more stringent regime. (b) Central Government to have power to prescribe class or classes of companies which shall not be permitted to allow use of proxies. The Bill also to have provisions to provide that a person shall have proxies for such number of members /such shares as may be prescribed. ..... X X X X Extracts X X X X X X X X Extracts X X X X
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