Highlights of Companies Bill, 2012

Highlights of the Companies Bill, 2012

Clause-2(68)	Maximum numbers in Pvt. Company to be increased from 50 to 200members
Clause-3	Introduction of concept of One Person Company.
Clause-4	ROC empowered to remove the name of company from register of companies if reservation of name obtained by furnishing wrong or incorrect information.
Clause-5	Articles of Association may contain provision for Entrenchment.
Clause-7	Incorporation process made quick with detailed declaration & disclosures about promoters & directors.
Clause-7	Tribunal Empowered to remove company’s name from register if company got incorporated by furnishing false or incorrect information or by suppressing material facts.
Clause-8	Strict provisions for companies with charitable objects.
Clause-37	Class Action in case of misleading prospectus.
Clause-42	Private Placement Defined.
Clause-73to76	Only NBFC, Banking Co, Notified companies, Public co. with notified parameters can accept deposit from public. Companies other than above who have accepted deposits before commencement of the act shall repay them with in 1year from commencement of companies act,2011.
Clause-93	Return to be filed with registrar in case promoters’ stake changes.
Clause-108	Voting through electronic means by members at meeting.
Clause-129	Consolidation of financial statements is mandatory if company has one or more subsidiary.
Clause-130	Accounts can be re-opened on court’s or tribunal orders.
Clause-131	Voluntary revision of financial statements with tribunal’s consent.
Clause-132	NFRA instead of NACAS & now NFRA is charged with responsibility to monitor & enforce compliance with Standards recommended by it.
Clause-132	NFRA empowered to investigate into professional misconduct of CAs & impose penalty of not less than ₹1lakh & not exceeding 5times of fees received in case of individuals & not less than ₹10lakh & not exceeding 10 times fees received for firms & debar member/Firm for period 6month to 10years.
Clause-135	Corporate Social Responsibility for every company having net worth of ₹500cr or turnover ₹1000cr or NP ₹5cr during financial year than company shall spend 2% of average net profit during 3 immediately preceeding FY if fails disclose reason in Board report.
Clause-138	Internal Audit by Professionals may be decided by the board to be made mandatory for prescribed classes of companies
Clause-139	Mandatory Rotation of Auditors for listed companies & Other prescribed classes of companies after % years for auditor who is individual CA & after 10 Years for auditor who is a firm.
Clause-140	Tribunal may direct a company to change its  auditors if it is satisfied that auditor have acted in fraudulent manner or abetted or colluded in any fraud.
Clause-141	LLP may be appointed as auditor.
Clause-143	Auditing Standards to be made mandatory.
Clause-144	Auditors not to render certain services as accounting, internal audit, actuarial services, investment advisory, management services.
Clause-149	One woman director mandatory for some prescribed companies.
Clause-149	Every company must have at least one director who has stayed in India for more than 182 days.
Clause-149	Every listed company & other prescribed class of companies must have one independent director.
Clause-166	Duties of directors.
Clause-168	Resignation of Directors.
Clause-154	Participation of directors in board meeting by video conferencing or by electronic means & will be counted for quorum also.
Clause-192	Restriction on non-cash transactions (acquisition of assets other than cash) involving Directors.
Clause-195	Prohibition of insider trading of securities.
Clause-204	Mandatory Secretarial Audit for listed & prescribed companies by CS.
Clause-205	Functions of company secretary defined.
Clause-211	SFIO Serious fraud investigation office to investigate into affairs of companies.
Clause-233	Mergers & Acquisitions for holding & wholly owned subsidiary companies or between two or more small companies be done at single place with provisions for deemed approval.
Clause-234	Cross Border mergers Explained.
Clause-247	Concept of registered valuers incorporated.
Clause-268	Bar of Jurisdiction.
Clause-455	Dormant companies explained.
Clause-447	Fraud Defined.

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