companies bill 2008 - a snapshot

8/14/2019 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



Our Previous Gathering

CIER STUDENTS’

CONFERENCE

05.10.2008



Companies Bill, 2008

Analysis of core areas, discussion& views

By

CS. B. Bilu, ACS, ASI (UK)

COMPANY SECRETARY

Founder & President, CIER



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.’



Introduce

Inform

Views

Objectives of The Company Law Convergence:



The Companies Bill, 2008is intended to

REPEAL THE EXISTING

COMPANIES ACT, 1956

If the Bill is passed it will

replace the CompaniesAct 1956.



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.



DOWNLOAD COMPANIES BILL, 2008

262 pdf pages

From

mca.gov.in

Or

From our websitescieronline.com

bblawclass.com

Companylaw4students.com



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.



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.



• 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.)



• 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)





• 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.




• 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.

companies bill 2008 - a snapshot

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