ICSI Presentation on Companies Bill 2012

COMPANIES BILL, 2012 A Brief Analysis of two Edges

By: Tarun Singhvi

Reg. No.: 220624743/08/2008

THANK YOU NOTE:

I would like to thank and pay my best regards to Mr.

Anil Rustgi and Mr. Deepak Goyal for their immense

support to complete this project and for widening my

knowledge about all the aspects of the Corporate

World. I am so pleased to have such a great guidance

at the initial stage of my career. They showered their

incredible experience and knowledge to lighten up my

professional and personal life as well. With out their

endless efforts and support, it was not possible to give

such a depth to this project.

BEST REGARDS: TARUN SINGHVI CONTACT NO.: +91 99500 14020

BROAD COMPARISON BETWEEN COMPANIES ACT,1956 AND COMPANIES BILL, 2012 [INDEX] Company Secretary

Introduction

Appointment

Role, Functions and Duties

Vacation of Office

Remuneration

Penal Provision

Some General Aspects

Directors

Structure of the Board

Appointment

• First Director

• Subsequent Director

• Other Directors

• Managing Director/ Manager/ Whole-time Director

Disqualification of Director

Powers & Restrictions of Directors

Duties of Directors

Remuneration & its’ various aspects

Vacation of Office

By: Tarun Singhvi

[[email protected]]

Statutory Auditors

Modes of Appointment

Removal of Auditor

Meetings

Statutory Meeting

General Meeting and its aspects

Board Meeting & its’ aspects

Audit Committee

Management & Administration

Register of Members

Annual Returns

Place of Keeping Registers

Books of Accounts

Register of Members , etc.

Enclosure(s) [One Compact Disk]

Declaration by Independent Director u/c 149(6) in Excel File

Letter to Independent Director for Details u/c 149(6) in Word File

Data Bank of Independent Director in Excel File

Presentation itself in Power Point Format

By: Tarun Singhvi

[[email protected]]

COMPANY SECRETARY:

Introduction

Appointment

Vacation & Filling of Office

ROLE & FUNCTIONS

Penal Provision

By: Tarun Singhvi

[[email protected]]

INTRODUCTION

It has been rightly

remarked that while

the directors are the

brain of the company,

the secretary is its

ears, eyes and hands.

By: Tarun Singhvi

[[email protected]]

APPOINTMENT:

As per section 383A – Every company whose paid-up share capital exceeds Rs. 5 Crores, shall have to appoint a Company Secretary.

Company Secretary can be appointed by the Board of Directors or Company management. However, by practice, Company Secretary is appointed by the Company management specifying terms & conditions including remuneration.

Every company with such paid up

capital as may be prescribed shall

appoint a Company Secretary as

a key managerial personnel.

(Clause 203 (1) & (2)

the Company Secretary shall be

appointed only by the Board of

Directors. Resolution of the

Board to include the terms &

conditions including

remuneration.

Companies Act, 1956 Companies Bill, 2012

By: Tarun Singhvi

[[email protected]]

VACATION & FILLING OF OFFICE:

No specific provision is prescribed

however, as per the practice,

vacation of office of Company

Secretary is decided by the

Company Management.

No time period has been prescribed

for refilling of office of Company

Secretary.

Vacation of office of Company

Secretary can be decided by the

Board of Directors.

Filling of office of Company

Secretary to be done within Six (6)

months from the date of vacation at

Board meeting only. [Clause 203

(4)]

Companies Bill, 1956 Companies Bill, 2012

By: Tarun Singhvi

[[email protected]]

ROLE & FUNCTIONS:

Not specifically defined, however

by practice he performs almost

same functions as defined in the

Companies Bill, 2012.

Functions of the Company Secretary

includes the following:

To report to the Board about

compliance under the Act &

Rules and all other laws

applicable to the Company.

To ensure the compliance of

applicable Secretarial Standards.

To discharge such other duties as

may be prescribed.

{Refer Clause 205 (1)}


By: Tarun Singhvi

[[email protected]]

PENAL PROVISION:

If a company fails to appoint

Company Secretary then, the

company and every officer

who is in default, shall be

punishable with fine upto Rs.

500 for every day during

which the default continues.

[Section 383A (1A)]

For company: fine

between Rs. 1 Lac to Rs. 5

Lacs; and for Directors &

Key Managerial

Personnel who is in

default: fine upto Rs.

50,000 and if default

continues then further

fine upto Rs. 1000 for

every day during which

the default continues.

[Clause 203 (5)]


By: Tarun Singhvi

[[email protected]]

DIRECTORS:

Structure of the Board Appointment

• First Director • Subsequent Director • Other Directors • MANAGING DIRECTOR/MANAGER/WHOLE-TIME

DIRECTOR Powers, Restrictions & Remuneration of

Directors Duties of directors Vacation of Office Loan to directors Related Party transaction By: Tarun Singhvi

[[email protected]]

STRUCTURE OF THE BOARD:

Structure of the Board:

Increase in No. of Directors beyond

above prescribed

- Approval by Shareholders by

Ordinary Resolution & Central

Government. (Section 259)

Structure of the Board:

Increase in No. of Directors beyond above prescribed

- Approval by Shareholders by Special Resolution

New Provisions:

- At least one (1) Woman director in such Companies as may be prescribed

- At least one director on board should be resident in India, in previous calendar year.

(Stay in India for at least 182 days in last calendar year)

(Clause 149)


Public Private

Mini. 3 2

Maxi. 12 12

Mini. Maxi.

Public 3 15

Private 2 15

*OPC 1 15

By: Tarun Singhvi

[[email protected]]

APPOINTMENT

First Director:-

As per section 254: the first

directors may be named in

Articles of Association.

In the absence of any such

provision in Articles of

Association, the subscribers to

the Memorandum of Association,

who are individuals, shall be

first directors of the company.

First Director:-

As per clause 152 (1): the first

directors may be named in

Articles of Association.

In the absence of any such

provision in Articles of

Association, the subscribers to

the Memorandum of Association,

who are individuals, shall be

first directors of the company.

In case of One person company

an individual being member

shall be deemed to be the first

director.


By: Tarun Singhvi

[[email protected]]

Appointment of retiring

Director or other person in

General Meeting by Ordinary

Resolution (Section 255 & 256)

A person other than retiring

director also can stand for

directorship in the company.

(Section 257)

Retirement by rotation is not

applicable on Private Company.

Appointment of retiring director

or other person in General

Meeting by Ordinary Resolution.

[Clause 152 (6) (a),(b) & (e)]

Any person can stand for the

directorship in the company.

(Clause 160)

Retirement by rotation is not

applicable on Private Company.

By: Tarun Singhvi

[[email protected]]

Other Directors:-

In Urgency, the board of directors

can also appoint director, who

shall be “Additional Director”. This

Additional Director must be

regularized in the upcoming

General Meeting, by the

shareholders. (Section 260)

The Board of Directors may

appoint an alternate director to act

on behalf of Original Director, if

such original director is out of

state for not less than 3 months.

[Section 313]

A public company may appoint a

director who has elected by small

shareholders.[Proviso to sub-

section (1) to section 252]

A director can also be appointed by

the financial institutions/ bodies, if

agreed between the parties.

Other Directors:-

In Urgency, the board of directors

can also appoint director, who shall

be “Additional Director”. This

Additional Director must be

regularized in the upcoming

General Meeting, by the

shareholders. [Clause 161 (1)]

The Board of Directors may appoint

an alternate director to act on

behalf of Original Director, if such

original director is out of state for

not less than 3 months. [Clause 161

(2)]

A listed company may appoint a

director who has elected by small

shareholders for their

representation. (Clause 151)

A director can also be appointed by

the financial institutions/ bodies, if

agreed between the parties.

By: Tarun Singhvi

[[email protected]]

MANAGING DIRECTOR/ MANAGER / WHOLE-

TIME DIRECTOR:

Every Public Company, or a Private Company which is a subsidiary of Public Company, whose paid-up share capital is Rs. 5 Cr. or more, shall have to appoint Managing Director or a Whole-time Director or Manger. (section 269)

Maximum term is 5 years at a time.

Re-appointment shall not be made earlier than one year before the expiry of his term. (Section 309(7)) Age limit is 25 to 70 years.

Age limit is 25 to 70 years.

Return is to filed in 90 days of appointment.

Appointment by [Sec. 2(26)]:

Agreement with the company;

Board Resolution;

General Meeting Resolution

MOA

AOA

Every company shall have to appoint a Managing Director or a Whole-time Director or Manager. (Clause 196 and 203)

Maximum term is 5 years at a time.

Re-appointment shall not be made earlier than one year before the expiry of his term.

Age limit is 21 to 70 years.

Return is to be filed in 60 days of appointment with registrar.

Appointment by [Sec. 2(54)]:

Agreement with the company;

Board Resolution;

General Meeting Resolution

MOA

AOA


By: Tarun Singhvi

[[email protected]]

POWERS, RESTRICTIONS & REMUNERATION OF

THE DIRECTORS:

Unless provide other wise the

Board can do anything without

any approval of shareholders.

(Section 291).

The Board shall exercise certain

powers relating to capital,

borrowing & investment of funds

by passing a resolution at a board

meeting only (Section 292).

An Ordinary Resolution is

enough to approve certain

transactions which the Board

cannot act upon otherwise.

(Section 293)

Term used in section 293 are not

defined.

Clause 179 has combined both the sections (i.e. 291 & 292) of existing law.

A few more powers relating to annual accounts, business nature, merger and take over [i.e. from sub-clause (g) to sub-clause (k)] have been included which can be exercised by the Board by passing a resolution at a board meeting only [Clause 179(3)].

Special Resolution is required to approve certain transactions which the Board cannot act upon otherwise. (Clause 180)

Terms e.g. Undertaking, Substantially the whole of the undertaking) used in Clause 180 are properly defined.


By: Tarun Singhvi

[[email protected]]

The Board need to take shareholder’s approval after a prescribed limit to make contribution to charitable funds [Section 293(1)(e)].

The Board has the power to contribute to political parties upto 5% of average net profits of 3 immediately preceding financial years (Section 293A).

Managerial Remuneration: Section 198 and 309 is applicable on Public Company and its Subsidiary.

An Independent Director is also entitled to any stock option as per prevailing practices.

As per the practice, Insurance taken by company on behalf of MD, WTD, Manager, CFO or CS for any mis-happening by the above, then premium paid shall not be treated as remuneration until the guilty of above is not proved. Such insurance is termed as Director and Officer Responsibility Insurance (“DNO”).

To make any amount as contribution to charitable funds, the board need to take the approval of shareholders (Clause 181).

Now the limit has been increased to 7.5% of average net profits of 3 immediately preceding financial years (Clause 182).

Managerial Remuneration: Clause 197 is applicable on Public Company only.

An Independent Director shall not be entitled to any stock option and may receive remuneration only by way of commission or fees payable [Clause 197(7)].

Insurance taken by company on behalf of MD, WTD, Manager, CFO or CS for any mishappening by the above, then premium paid shall not be treated as remuneration until the guilty of above is not proved. Such insurance is termed as Director and Officer Responsibility Insurance (“DNO”).

By: Tarun Singhvi

[[email protected]]

DUTIES OF DIRECTORS:

Duties are not specifically defined. Duties are defined in Clause 166

which are as under:

Subject to the provisions of this

Bill, a director of a company shall

act in accordance with the articles

of the company.

A director of a company shall act in

good faith in order to promote the

objects of the company for the

benefit of its members as a whole,

and in the best interests of the

company, its employees, the

shareholders, the community and

for the protection of environment.

A director of a company shall

exercise his duties with due and

reasonable care, skill and diligence

and shall exercise independent

judgment.


By: Tarun Singhvi

[[email protected]]

A director of a company shall not involve in a situation in which he may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of the company.

A director of a company shall not achieve or attempt to achieve any undue gain or advantage either to himself or to his relatives, partners, or associates and if such director is found guilty of making any undue gain, he shall be liable to pay an amount equal to that gain to the company.

A director of a company shall not assign his office and any assignment so made shall be void.

If a director of the company contravenes the provisions of this section such director shall be punishable with fine which shall not be less than one lac rupees but which may extend to five lacs rupees.

By: Tarun Singhvi

[[email protected]]

VACATION OF DIRECTOR:

On various grounds as defined in section 283.

Director shall vacate office if he absents himself from three (3) consecutive board meetings, or from meetings of the Board for a continuous period of three (3) months, whichever is longer, without obtaining leave of absence from the Board.

Penalty : Rs. 5000 for each day of default.

On various grounds as defined in clause 167.

A director shall vacate office if he absents himself from all meetings of Board held during 12 months with or without leave of absence.

Penalty : Imprisonment up to 1 yr or fine 1 lac to 5 lacs or both.


By: Tarun Singhvi

[[email protected]]

LOAN TO DIRECTORS, ETC.:

With the prior approval of Central

Government, the Company can give

loan or make guarantee or provide

security for payment of loan for/to

directors or their related concerns.

[Section 295]

Penalty for non-compliance of this

section is up to Rs. 50,000 or

imprisonment up to 6 months or

both [Section 295 (5)].

In no case the Company can provide

any loan, give guarantee or provide

security for payment of loan for/to

directors or their related concerns

except in the followings:[Clause 185

(1) (a) & (b)].

Service for all employees or a

scheme approved by the Special

Resolution , or

In ordinary course of business

with standard bank interest

rates.

Penalty for non-compliance of this

clause is from Rs. 5 lac to 25 lac or

imprisonment up to 6 months or

both [Clause 185 (2)].


By: Tarun Singhvi

[[email protected]]

RELATED PARTY TRANSACTION:

Board’s approval is not necessary if transaction between two Public Companies [Sec. 297].

No need of any resolution in general meeting under section 297.

No such provision is available in the existing act.

Provision of section 372A (i.e. Inter-corporate Loans & Investments) do not apply to a Purely Private Company.

Board approval is necessary to every combination of companies [Clause 188].

Special Resolution is required if paid up share capital is more than prescribed [Proviso to Clause 188].

Provision for restriction on vote by an interested member is provided [Proviso to Clause 188].

Provision of Clause 186 (i.e. Loan & Investment by a Company) is applicable to all types of companies.


By: Tarun Singhvi

[[email protected]]

OTHER ASPECTS:

Maximum

directorship in 15

companies [Sec.

275/276/277].

Duties of Directors is

not defined.

Maximum Directorship

in 20 companies

including alternate

Directorship Provided

that directorship in

public company shall

not exceed 10. [Clause

165]

General duties are

specifically defined.

[Clause 166]

By: Tarun Singhvi

[[email protected]]

AUDITORS:

Appointment and removal

By: Tarun Singhvi

[[email protected]]

APPOINTMENT & REMOVAL

The first auditor shall be appointed by

the Board Of Directors with in 1

month from registration [Sec.224(5)].

The Subsequent Statutory auditors

shall be appointed in every Annual

General Meeting of the Company and

shall act till the conclusion of the next

Annual General Meeting [Sec.224(1)].

Casual vacancy can be filled by the

Board of Directors except in the case

of Resignation by the auditor

[Sec.224(6)].

Auditor can only be removed in

General Meeting with prior approval

of Central Government [Sec.224(7)].

The first auditor shall be appointed by the Board Of Directors with in 30 days from registration [Clause139(6)].

The Subsequent Statutory auditors shall be appointed for a term of 5 years from his appointment in the Annual General Meeting till the conclusion of every 6th Annual General Meeting.

For Listed & other specified Companies:

If Individual then maxi for one term of 5 consecutive years.

If Firm then maxi for two terms of 5 consecutive years.

After the above terms the auditor shall be freezed for next 5 years.

Every year appointment of Auditors has to be ratified by the member.

Casual vacancy can be filled by the Board of Directors except in the case of Resignation by the auditor [Clause 139(8)].

Auditor can only be removed in General Meeting with prior approval of Central Government [Clause 140(1)].


By: Tarun Singhvi

[[email protected]]

MEETINGS:

Statutory Meeting

General meeting

ANNUAL GENERAL MEETING

EXTRA ORDINARY GENERAL MEETING

CLASS MEETING

Other important aspects

Board meeting

Audit Committee

By: Tarun Singhvi

[[email protected]]

STATUTORY MEETING

Selected public

companies shall have

to conduct a Statutory

Meeting within a

period of not less than

one (1) month nor

more than six (6)

months from the date

at which the company

is entitled to

commence business

[Sec.165(1)].

No such provision.


By: Tarun Singhvi

[[email protected]]

GENERAL MEETING

Annual General meeting:

First Annual General

Meeting must be held

within 18 months of date of

incorporation [Sec. 166].

Subsequent Annual General

Meeting(s) within 6 months

of closing of Financial Year

[Sec. 166].

Extension by Registrar

maximum 3 months [Sec.

166].

Business hours not specified

[Sec. 166].

Annual General meeting:

First Annual General Meeting must be held within 9 months of closing of first financial year [Clause 96].

Subsequent Annual General Meeting(s) within 6 months of closing of Financial Year [Clause 96].

Extension by Registrar maximum 3 months [Clause 96 ].

Business hours specified from 9 am to 6 pm [Clause 96 (2)].


By: Tarun Singhvi

[[email protected]]

Extra-ordinary General Meeting:

By Director or by member as the case may be [Sec. 169].

Class Meeting:

As required by the Companies Act, 1956.

NOTICE OF GENERAL MEETINGS:

21 clear days notice [Sec. 171].

Short notice:

For AGM – approved by all members.

For EGM – approved by 95% members.

Extra-ordinary General Meeting:

By Director or by member as the case may be [Clause 100].

Class Meeting:

As required by the Companies Act, 1956.

NOTICE OF GENERAL MEETINGS:

21 clear days notice whether in writing or in electronic mode. Notice to Directors too [Clause 101].

Short notice:

For AGM – approved by all members physically or electronically.

For EGM – approved by 95% members physically or electronically.

By: Tarun Singhvi

[[email protected]]

Quorum for General Meeting:

For Public Company:

5 members personally present.

For Private Company:

2 members personally present. [Sec. 174]

Quorum for General Meeting:

For Public Company:

If Members are up to 1000 – 5 members personally present.

If Members are more than 1000 but upto 5000 – 15 members personally present.

If members are more than 5000 – 30 members personally present.[Clause 103].

For Private Company:

2 members personally present.

By: Tarun Singhvi

[[email protected]]

Proxy:

No such restriction is prescribed [Sec. 176].

Restrictions on Voting Rights:

Private company can provide other ground as specified in sec. 182 to restrict the right to vote of the member [Sec. 181/182/183].

Voting by Show of Hands:

Unless a poll is demanded the resolution shall be decided by show of hands [Sec. 177 & 178].

Voting through Electronic means:

No provision.

Maintenance and inspection of documents in electronic form:

No such provision.

Proxy:

Proxy shall not act on behalf of more than 50 members [Proviso to Clause 105(1)].

Restrictions on Voting Rights:

No company can provide other ground except in sub-clause 1 of Clause 106, to restrict the right to vote of the member [Sec. 106].

Voting by Show of Hands:

Unless a poll is demanded or the voting is carried out electronically, the resolution shall be decided by show of hands [Clause 107].

Voting through Electronic means:

Voting through electronic means is allowed [Clause 108].

Maintenance and inspection of documents in electronic form:

Can be maintained, inspected or copy provided in electronic form by the company.

By: Tarun Singhvi

[[email protected]]

BOARD MEETING:

Period of First Meeting:

No such provision.

Occurrence of Subsequent Meetings:

For Listed Companies – 4 meetings in a year and maximum gap between two consecutive meeting is 4 months.

For Other Companies – at least 4 meeting in a year, 1 in each quarter of calendar year and maximum gap between two consecutive meeting is less than 6 months [Sec.285]

Period of First Meeting:

First Board Meeting must be

hold within 30 days of

Incorporation [Clause 173 (1)].

Occurrence of Subsequent

Meetings:

For every company – 4

meetings in a year and

maximum gap between two

consecutive meeting is 120

days.


By: Tarun Singhvi

[[email protected]]

Place of Serving Notice/ Circular Resolution:

To all directors at Indian address until not requested specifically to serve at foreign address.

No provision for circulation of Notice.

One Person Company or Dormant Company:

No such provision.

Place of Serving Notice/ Circular Resolution:

To all directors at the registered address whether Indian or foreign.

Not less than 7 days notice must be given.

Shorter notice may be given only if at least one Independent Director is present in the meeting. In case, if Independent Director is not present in the meeting then the resolution passed in the meeting shall be circulated to all the directors and shall be final only on ratification thereof by at least one Independent Director.

One Person Company or Dormant Company:

At least one meeting in a half of calendar year and the gap between two consecutive meetings is not less than 90 days [Clause 173 (5)].

By: Tarun Singhvi

[[email protected]]

Particulars Companies

Act, 1956

[Sec.292A]

Clause 49 of

Listing

Agreement

Companies

Bill, 2012

Applicability Public company with a

paid-up share capital of

Rs. 5 crores or more.

All listed companies. Every listed company

and such other

Companies as may be

prescribed.

Constitution Minimum 3 directors,

2/3rd of total being non-

executive directors.

Minimum 3 directors, at

least 2/3rd independent

directors, all directors

being financially literate

and one director having

financial expertise.

Minimum 3 directors

with independent

directors forming a

Majority. Majority

including Chairperson

shall be persons with

ability to read and

understand, the

financial statement.

Duties Not specifically defined. Not defined in detail. Specifically defined in

Clause 177 (4) (i) to

(viii).

Chairman To be elected by the

members from amongst

themselves.

To be an Independent

Director.

Not Defined.

AUDIT COMMITTEE:

By: Tarun Singhvi

[[email protected]]

MANAGEMENT & ADMINISTRATION:

Register of Members

Annual Returns

Place of Keeping Registers

Books of Accounts, etc.

By: Tarun Singhvi

[[email protected]]

MANAGEMENT & ADMINISTRATION

Register of Members, etc :

Index is required if members are 50 or more.

Only registers of Shares and Debentures is required, not for all securities [Sec. 150/151/152].

Intimation to Registrar of Companies about the place of such registers is not specifically required.

Annual Return:

Annual Return is to be filed within 60 days from date of AGM [Sec. 159(1)].

Place of Keeping and Inspection of Registers and Return, etc:

Anywhere in India after passing Special Resolution and where shareholders holding 1/10th of voting power reside.

Register of Members, etc :

Index is required irrespective of number of members.

Register for all types of securities is required.

Intimation to Registrar of Companies is specifically required about the place of such register or changes thereof [Explanation to Clause 88].

Annual Return:

Annual Return is to be filed within 30 days from date of AGM [Clause 92(4)].

Place of Keeping and Inspection of Registers and Return, etc:

With in the City of Register Office and that to after passing Special Resolution.


By: Tarun Singhvi

[[email protected]]

Books of Accounts, etc., to be kept by company:

No such provision.

Associate company and joint venture is not included expressly.

Re-opening of accounts on court’s or Tribunal’s orders:

No such provision.

Voluntary revision of financial statements or Board’s report:

No such provision.

Books of Accounts, etc., to be kept by company:

Books of Accounts and other papers in electronic form [Proviso to Clause 128].

Associate company and joint venture is expressly included. [Explanation to proviso 2 to Sub-clause 3 to Clause 129].

Re-opening of accounts on court’s or Tribunal’s orders:

On order of tribunal or court the accounts can be re-opened or recast.

Voluntary revision of financial statements or Board’s report:

On approval of Tribunal the company can revise its financials or Board Report of any of 3 preceding Financial Years.

Shall not prepare or file more than once in a Financial Years.

Detail reason in Board Report of such Financial Years [Clause 131].

By: Tarun Singhvi

[[email protected]]

Corporate Social Responsibility:

No such provision.

Copy of financial statement to be filed with Registrar:

No such provision.

Restriction for the inspection of P & L account of Private Company.

Appointment of Internal Auditor:

No such provision.

Corporate Social Responsibility:

Company shall constitute a CSR committee if:

• Net Worth of Rs. 500 cr. or more, OR

• Turnover of Rs. 1000 cr. or more OR

• Net Profit of Rs. 5 cr. or more

Copy of financial statement to be filed with Registrar:

If financials are not adopted then file the Unaudited Financials within prescribed time.

No Restriction is provided.

Appointment of Internal Auditor:

Prescribed companies shall be required to conduct the internal audit by internal auditor appointed by company [Clause 138].

By: Tarun Singhvi

[[email protected]]

HOLDING - SUBSIDIARY COMPANY:

Restriction on step down

subsidiary:

No such provision.

Restriction on step down

subsidiary:

Class or classes of holding

companies as may be

prescribed shall not layers of

subsidiaries beyond such

numbers as may be

prescribed [Clause 2(87)].


By: Tarun Singhvi

[[email protected]]

CONSOLIDATION OF FINANCIAL STATEMENTS:

Consolidation of financial

statements:

No such provision.

Consolidation of financial

statements:

In case a company has one or

more subsidiaries, it shall in

addition to stand alone financials,

prepare a consolidated financial

statement of all the subsidiaries

in the same manner as that of its

own which shall also be laid down

before the AGM of the Company.

Further companies shall also

attach with its financials, a

separate statement containing

the salient features of financials

of its subsidiaries.

For this purpose, subsidiary shall

include associate company and

joint venture [Clause 129 (3)]


By: Tarun Singhvi

[[email protected]]

DISCLAIMER:

Dear All,

To come out with this analysis-cum-comparison, I

took Companies Act, 1956 and Companies Bill,

2012 (as passed by Lok Sabha on 18th December,

2012) as my key resource. Apart from that, I

went through so many articles and personal

opinions & discussions with the professionals.

Although I have taken the best care to provide

true and fair picture but still if you find any error

then please feel free to mail me on

[email protected] or you can call me on

+91 99500 14020.

BEST REGARDS: TARUN SINGHVI

mailto:[email protected]



ICSI Presentation on Companies Bill 2012

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Transcript of ICSI Presentation on Companies Bill 2012