Skip to main content

Companies (Amendment) Bill 2014

The Lok Sabha, the lower house of the Parliament, has passed the Companies (Amendment) Bill, 2014, which will make it easier for corporates to do business and to ensure severe punishment for illegal money pooling activities, among other things. The amendments have been proposed in order to address some concerns raised by stakeholders.

 The major concerns raised by the stakeholders included protecting confidentiality of board resolutions, as well as the provision of auditors being required to report suspected frauds at the companies audited by them.

Under the new norms, frauds beyond a certain threshold would need to be mandatorily reported by the auditors to the government, while cases below this threshold will be reported to the audit committee of the company’s board.

Also, the corporates have been exempted from the need of obtaining approvals of shareholders in the case of related party transactions valued lower than Rs. 100 or 10 percent of net worth. As per the previous system, the companies with a paid up capital of Rs. 10 crore or more were required to get shareholders' nod through a special resolution in case of related party transactions. This paid-up capital criteria have also been scrapped.

Besides, another amendment exempts related party transactions between holding companies and wholly owned subsidiaries from the requirement of approval of non-related shareholders.

Moreover, loans given by a company to wholly-owned subsidiaries and guarantees/securities on loans taken from banks by subsidiaries have also been exempted from the purview of related party transactions.

Provision for writing off past losses/depreciation before declaring dividend for the year is also included. Besides, winding up cases will be heard by two-member bench instead of a three-member Bench.

Certain other provisions have also been watered down. For example, the requirement to have independent directors on boards of private companies or certain types of public limited companies. Typically, private companies and some types of public limited companies are not supposed to have an independent director.

At the moment, any company with a turnover of over Rs. 1,000 crore or a net worth of over Rs. 500 crore or net profit of over Rs. 5 crore during a financial year is mandated to form a CSR committee with at least one independent director. Under the proposed amendments, some public limited companies and private companies (which do not otherwise the requirement of having an independent director) may constitute such committee without the independent director also.

The softening of provisions is coming within nine months after the law came into (nearly) full force. The upper house of Parliament still has to clear the amendments.


Contributed by Shruti Agarwal
Labels:

Comments

Post a Comment

Popular posts from this blog

All you wanted to know about One Person Company (OPC) under Companies Act 2013

The Companies Act 2013 has promoted structured business organisation even for individuals. Why run an uncontrolled, unregulated sole proprietorship business when you can be guided and recognised by an Act? Even if you are an individual, you can now create and run a company under Companies Act 2013 - a ONE PERSON COMPANY.  Section 2(62) defines One Person Company as a company which has only one person as a member. Here are some things that you should know about One Person Company: One Person Company (OPC) is a private company   The said member (shareholder) should be a natural person. The words “One Person Company” shall be mentioned in brackets below the name of the company, wherever it is printed, affixed or engraved [Section 12(3) second proviso]. The memorandum of OPC shall indicate the name of the person who shall become the member of the company in the event of the death of the subscriber. The name of such person can also be changed by the member [Sectio...
Post a Comment
Read more

CA Info - industrial training

Hi Friends, Here is the list of approved insitutions eligible for imparting Industrial training Approved Organisations - Eastern Region SIEMENS LIMITED 43 SHANTI PALLY E.M.BY PASS CALCUTTA 700042 CITI BANK N.A. TATA CENTRE 41,CHOWRINGHEE ROAD CALCUTTA 700071 RECKITT & COLMAN OF INDIA LTD 41,CHOWRINGHEE ROAD CALCUTTA 700071 BRITANIA INDUSTRIES LTD . 14, TARATALA ROAD CALCUTTA 700088 ICI INDIA LTD 34, CHOWRINGHEE ROAD CALCUTTA 700071 GRASIM INDUSTRIES LTD. INDUSTRY HOUSE 14TH FLOOR, 10, CAMAC STREET KOLKATA 700017 AMERICAN EXPRESS BANK 21, OLD COURT HOUSE STREET CALCUTTA 700001 BALMER LAWRIE CO. LTD 21, NETAJI SUBHAS ROAD CALCUTTA 700001 INDIAN OIL CORPORATION LIMITED 2,GARIAHAT ROAD(S) DHAKURIA CALCUTTA 700068 SRF LIMITED EXPRESS BUILDING 1ST FLOOR BAHADUR SHAH ZAFAR MARG NEW DELHI 110002 INDIAN RAYON AND INDUSTRIES LTD RISHRA HOOGHLY 712249 PEPSI-COLA INDIA MARKETING COMPANY SREE MANJURI BLDG. SUITE NO.6 , 1ST FLOOR 8/1, MIDDLETON ROW CALCUTT...
116 comments
Read more

IND AS103 Business Combination

Business Combination The term ‘business combination’ in Ind AS 103 is a broader term than ‘amalgamation’. It is defined as a transaction in which an acquirer obtains control of one or more businesses. An acquirer may obtain control in a number of ways including, for example, by transferring cash or other assets, incurring liabilities, issuing equity instruments or without transferring consideration. There is a presumption of control if an entity owns more than 50% of the equity shareholding in another entity, though this may not always be the case. Business Ind AS 103 defines a business as an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing a return in the form of dividends, lower costs or other economic benefits directly to investors or other owners, members or participants. A business generally consists of inputs, processes applied to those inputs and the ability to create outputs. For Example, R Ltd....
1 comment
Read more