Reforms under Companies Act, 2013 for
Ease of Doing Business*
Introduction The enactment of Companies Act, 2013 allowed India to have a modern legislation for growth and regulation of corporate sector in India. The act was enacted in light of the changing economic and business environment both domestically and globally to facilitate business-friendly corporate regulations, improve corporate governance norms, enhances accountability on the part of corporates and auditors, raise levels of transparency and protect interests of investors, particularly small investors. The objective of the Companies Act, 2013 is to provide business friendly corporate regulation/ pro-business initiatives; e-Governance Initiatives; good corporate governance and CSR; enhanced disclosure norms; enhanced accountability of management; stricter enforcement of laws; audit accountability; Protection for minority shareholders; Investor protection and Shareholder activism; Robust framework for insolvency regulation; and Institutional structure. Initially, it seems that changes in the Companies Act, 2013 will brought out the significant changes in the manner of doing business in India. It becomes true, when the initial unrest of business community was taken to the Government and to address the practical difficulties faced by the business community upon notification of the various provisions of the Act and Rules made thereunder and the term “Ease of Doing Business” was popularised in India. However, Ease of doing business is an index published by the World Bank. It is an aggregate figure that includes different parameters which define the ease of doing business in a country. Some of the parameters included under Ease of Doing Business are Starting a business, Getting electricity, Dealing with construction permits, Registering , Getting credit, Protecting minority investors, Employing workers, Enforcing contracts, Resolving insolvency, Paying taxes, Trading across borders, Contracting with the government, etc. On Ease of Doing Business front, the Government of India has enacted the series of amendments, relaxation, exemptions and simplification in the various Acts, Rules, Regulations etc. covering various business related issues and processes and also extends support to facilitate ease of doing business. In the series the Companies Act, 2013 has also been amended to extend relief to the business entities governed under the Companies Act, 2013. The object and rationale for such amendments are discussed below: 1. Companies (Amendment) Act, 2015 The Companies (Amendment) Act, 2015 addressed the initial practical difficulties experienced from implementation of the provisions of the Act and difficulties faced by the companies / stakeholders / Professionals in complying with some of the provisions of the Companies Act, 2013.
* Directorate of Academics Views expressed in the Article may not express the views of the Institute.
STUDENT COMPANY SECRETARY | APRIL 2020 1
Article 2 2.
Nidhis (i) (iv) and Companies 8 Section exemptions were as under (iii) Companies; Private which (Act), 2013 unde exemptions provide Act, Companies the of 462 Section under 05.06.2015 on notifications practical Companies Act, 2013 to various the types of Companies, the Ministry of remove Corporate Affairs issued further To 8 Section Company, Private Company, Nidhis and Company Government to Notifications Exemption (Amendment)Act, 2015. try specialjurisdiction to of certain courts offenc byrelated party transactions, auditors, seal reporting common making fraud optional,and provide immediateTo ensure business,doing relief andof to easeamendments to relation in Companies (Amendment) Act, 2015 areCompanies Act,as (Amendment) 2015 under: The key amendments made in the Companies Act, 2013 for ease of doing business through May, 2015. 26th Companie The 2015. 13, 2014. The Companies (Amendment) 2014 Bill was in introduced the Lok Sabha on December 12, h. g. f. e. d. c. b. a.
companies in complying with provisions. such companies complying in related party and transactions has been modified to companies provide flexibility to the byGov investments and loans directors; to loans to relating provisions The persons. managerial directors/ to applicability their of respect in Committee relaxed been Remuneration and Nomination of respect in provisions The maximum on restriction remuneration; directorships of number and disqualification of certain in cases.directors managerial to pertaining limits the from Gove the notification exemption this With forExemptions Companies Government
It was passed Lok in Sabha December on 201417, and passed Rajya in Sabha May in usdais xmtd rm h rqieet f prvl f n of approval of owned requirement apply restrictions to offences onlyBail fraud for section to 447. under relating wholly the and from shareholders. companies holding exempted between subsidiaries party transactions related party of Related approval for ‘resolution’ transactions by non with resolution’ ‘special Replacing and party guarantees/ securitiesfrom takenbanks loans by on subsidia related for subsidiaries owned wholly loansto for provided Directors Loansto for Exemption approvals omnibus give of Registrar transactions basis annual to on the Committee Audit in filed Empowering resolutions Board ofCompanies. inspection public Prohibiting for executionchanges of authorization for documents. Making common seal optional in the whole Companies Act, 2013 and consequential changes. sha up paid minimum for requirement the Omitted
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05 r various provisions of the Act to (i) Government Companies;(ii) Government (i) to Act the of variousprovisions r s (Amendment) Act, 2015 has been published in the gazette on gazette the in published been has 2015 Act, (Amendment) s :
th - related shareholders.
June, 2015 ifclis n plcblt o te rvsos f the of provisions the of applicability in difficulties
es etc. was brought Companiesout the esin brought was etc.
exempted been have Companies rnment
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Highlights of these these of Highlights ries.
on ae also have ernment ernment - related
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3
d from ipation ipation in g to bank
dent Directors. The restrictions restrictions The Directors. dent
irectors (IDs) and Nomination and than Rs. 100 crore have been excluded rs rs and rights of persons to stand for
otice of 14 days instead of 21 Thedays. provisions Independent Independent D mandatory consent of shareholders with regard to
ation for Charitable Companies the provisions in respect of rve rve etc. Flexibility has also been given in the types of share 2020
APRIL lans lans through a simple majority and allow an easier procedure and for Privatefor Companies
provisions requiring notice to be given for standing for directorship if their articles provide for election of directors by ballot. Flexibility from the provisions on passing of board resolutions in a board meeting only and on disclosure and partic provided. interested director been an also by has board meetings in respect of appointment of Remuneration Committee were not applicable to Indepen have charitable not need companies companies. such of committees The audit on number of directorships have also been removed. The companies are allowed to hold board meetings once in six prescribed months for instead of other four companies. meetings in These a year, companies as have been exempte Simplification of Rules for Charitable Rules for Companies Simplification of In the Exemption notific time save to companies such enable to modified been have meeting general for notice and resources in sending notices. maystatements be circulated at n The notice for general meeting and financial for calculating the limit of 20 companies for audit by an auditor. an by for audit for companies the limit of calculating 20 Private companies not having any investment by allowed to any extend loans body to directors, corporatesubject to certain have conditions been relatin borrowings and default thereof. After the notification, declaring an interest. his after inmeeting the Board participate companyprivate can interested director of a of board resolutions with directorships. Requirement of the registry borrowings has and etc. investments, of relatingundertaking, to transactions sale certain giving of notice been omitted. for Further, standing OPCs, dormant for companies having paid companies, up share capital less small companies and private securities tosecurities members through right offers; provide for approving issue of employee stock option p flexibility in holding general meetings. Private companies have also been allowed to accept deposits from members without the requirement of offer circular, creation of deposit repayment rese filing from given been has Exemptioncompanies. private by issued be can that capital The relaxations to private administrative and management of the company company and to do away with is the hardship an of private cost reduce and compliance. by companies faced initiative to bring further For ease Private in Companies, the entering exemptions into notification related relaxed party the transactions; provisions provide for a shorter period for offering The provisions in respect of forming opinion about integrity, expertise/experience of expertise/experience integrity, about opinion forming of respect in provisions The independent directors have been modified to provide flexibility Ministry/Department. to the concerned Exemptions Amendment in the provisions relating to place of holding general meetings has also been made. Further, the wholly owned Government Company is exempted from the provisions relating to rotation of Directorship. Directo
(iii) (ii) (ii)
STUDENT COMPANY SECRETARY | SECRETARY COMPANY STUDENT
Article 4 3.
(ii) (i) Committee Company (Amendment) Companies and Law Act,2017 (iv)
is made accounts. the in loan is given to a director or his relative in his capacity as member and the disclosure that condition the with companies these for relaxed been have directors to loans of these Provisions companies. for 10,000 Rs. to reduced been has 160 section under provided lakh 1 Rs. of amount noticeThe capital. share furtherissueof relatesto which section 62 of requirements partially been have c such placement for private relaxed to relating Provisions companies. such to provide more to flexibility modified members been to have and paymentdividend of Nidhis For Simplification of forCompanies Rules Nidhi The CompaniesThe (Amendmen on Committee Standing Finance CSR. Level on Committee remove responsib ambiguities in the CSR provisions based of on the recommendations of the High positions cost. compliance up reducing take to individuals incentivising simplifying by governance, corporate improving of objectives competing the reconciling auditors, company to related a provisions penal rationalizing procedures; capital, of running raising easing etc.; and Ce with away incorporating doing and Association of Memorandum in flexibility greater allowing ambiguities; remove to definitions in changes include alia, inter proposed, the after Committee account Law Companies into the taking of recommendations the on based is 2016 March, 16 on Sabha Lok in introduced 2016 Bill, (Amendment) Companies the and 2016 February, 1st the on Government the to submitted was CLC the of report The required; be would amendments more terms of The June,references 2015. are: Committee the of that expressed Govern the accordingly, were views Rajya the in Sabha, 2015 Act, (Amendment) Companies the of consideration the During Committee Company Law Sabha on 19th December,Sabha 19th 2017. on 27 on Sabha Lok the before placed Standing further was The thereon. report and examination Committee Finance foron Committee submitted it report 07,on December, 2016.which 2016 April 12th on Finance (ii) (i)
and other agencies, (i)above.and other undertaking while Commission Lawthe CSR, recommendation on Committee Level High the Committee, Reforms the examine to the from arising issues Companiesthe implementation of and Act, 2013 on Government the to recommendations make to , in exemption notification the provisions relating to serving , notification exemption provisionsdocuments the in of to relating mais Tee opne hv as be eepe fo the from exempted been also have companies These ompanies.
ment has constituted a Companies Law Committee on 4 on Committee Law Companies a constituted has ment
omns eevd n h rpr. h amendments The report. the on received comments
h rpr hv as rcmedd oe hne to changes some recommended also have report The of section 185 (of which Act, please mention) in respect Act, please respect in which (of mention) section 185 of t) Bill t) Bill 2016, was referred to Standingthe Committee on
rcie fo te akuty Law Bankruptcy the from received s APRIL
th July, 2017 and Passed in Rajya Rajya in Passed and 2017 July, th
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| STUDENT COMPANY SECRETARY ntral Government approvals, Government ntral
lt i bad and boards in ility
th
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- 5 y y of
ups, ups, in -
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es (Amendment) Act, 2017, 2017, Act, (Amendment) es
urden and avoid delay in the Memorandum of Association
r Board’s report can be uploaded onuploaded be can report Board’s r
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ement ement process, involving doing away with ily required to be passed by postal ballot may may ballot postal by passed be to required ily
participation and saving ofcost and saving participation
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ent ent action against defaulting companies, strengthen
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APRIL addressing addressing difficulties in implementation owing to requirements, compliance undue stringenc facilitating ease of doing business for companies, including employment, order with promote growth to start harmonization with accounting standards, and other financial/economic legislations, and in the Act, inconsistencies and rectifying omissions Carrying out amendments in selection of provisions members of relating NCLT and to NCLAT Court directions. in qualification accordance with Supreme and to Registrar. Allowing unrestricted object clause dispensing with in detailed listing of objects, with a view to ease incorporation the enable wider shareholder enable Instead of exact text Remuneration of Policy the may be policies, included respective salient in web points the link to Board’s of be report disclosed the incorporatedunde be to required Return along in CSR with Board’s report. Policy, Extract of website, Annual if any, and web theredundancy as information is in on public site the domain web just and a link provided in Board’s report. reader. for the click interested away This removes Simplification of the private plac offer separate letter, details/record of toapplicants be kept by company and to be filed as part ofreturn of allotment only, and reducing number of filings For incorporation of a declaration” company, from the first ‘affidavit’ subscribers to has memorandum and first been directors resulting ease in replaced the additional documentary b by “self incorporation process. consented if India in anywhere AGM its hold to company unlisted an Allowing by all members in writing or restriction.removing the in electronic mode providing flexibility mandator were which items by The now be transacted at the general meeting where voting is provided by the flexibility Company provides significant and would the facility of electronic subsequent amendments in Companies Act, 2013 was made through Companies Companies through made was 2013 Act, Companies in amendments subsequent
The following were some of the amendments in Compani in amendments the of some were following The ofdoing ease to business: facilitate The governance corporate better to ensure expected 2017whichwas Act, (Amendment) and improve the of ease doing by simplify business procedures, making compliance easier and taking corporate governance standards, achieve better string harmonization with other statutes 2013. Act, Companies difficulties in implementation of address and the Companies (Amendment) Act, 2017 Act, Companies (Amendment) The Companies (Amendment) Bill, 2016 seeks to in the Companies bring in changes (Amendment) 2016 seeks Bill, The Companies broadly at at aimed 2013, aimed Act broadly
(iii)
STUDENT COMPANY SECRETARY | SECRETARY COMPANY STUDENT
Article 6 4.
Companies Companies, Limited Private such defined to under section 8 and Government Companies which have not committed a only default in applicable are exemptions These Companies. Compan Limited [1]Private to relating 13.06.2017 dated: 05.06.2015. dated notifications Notifications earlier vide provided exemptions vide to addition in are 2013 which Act, Companies under Companies 8 Section provide Affairs Corporate of Ministry NotificationExemption 2017
has been aligned, with a view to make these simpler, by allowing allowing by members been removed. has by simpler, annual these for Requirement make to Re view a with be Centralprescriptions Government. madewith consultation byin SEBI aligned, been has prospectu the in Disclosures testing for interest pecuniary independence IDs. of for introduced been has materiality of Test that Committee andIndependent Remuneration with of (IDs) Directors pr Align and registering compliancehave Act. the from been under exempted regime mode electronic through transactions incidental having companies Foreign 15% years year. thefrom eachtwo 20%during for to maturing maint for requirement Reducing Person One and companies Companies are reduced. small for provisions Penal defaults. technical and procedural for liability reducedwith provisions penal of Rationalization auditor. ‘re term of definition the in Change been has companies removed. investment and subsidiaries of layers on Restriction than rather equity and preferencerelationship “both share capital”. tha ensure to company subsidiary and company associate of definitions of Amendment Managerial andadhering passing to for resolution disclosure special requirement. after Government interested are directors which in entities to loans give may Companies Central of byspecial sha resolution approval remuneration above prescribed limits has been replaced by of approval through Requirement Companiesfrom regulations. Act asSEBI under are these covered Provisions relating to forward dealing and ins and first directors memorandum Self companies; of clarity. Amend provisions relating to Corporate Social Responsibility to bring greater - opening of accounts of opening has years. 8 been to limited
escription for companies to have Audit Committee and Nomination and Committee Audit have to companies for escription
t ‘equity share capital’ is the basis for deciding holding deciding for basis the is capital’ share‘equity t -
13 - declarations to replace affidavits from subscribers to to subscribers from affidavits replace to declarations
th
June, June, 2017
reholders in general in meeting.reholders ratification of appointment/continuance of auditor of appointment/continuance of ratification eepin o rvt Lmtd Gvrmn / Government / Limited Private to exemption d e, 2Gvrmn Cmais n []eto 8 [3]Section and Companies [2]Government ies,
s required under the Act and SEBI Regulations SEBI and Act the under required s
aining deposit repayment reserve account account reserve repayment deposit aining
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subsidiary
Article
7
compliance. It by by the company
2013 & Companies
y; ory;
up) conducts the meeting of Board of - up in accordance with the notification -
Company Company shall prepare the annual return
any any incorporated under Companies Act, 1956 or
up Companies is introduced through this exemption - up), the annual return shall be signed -
anies for facilitating the Ease of Doing Business are as
Person Company compan orPerson small - 2020
up/ Start -
APRIL iew of Offences under Companies Act, said companies to companies deemed provisions compliedsaid withshall be have the
statements under section 137 of the Act or Annual Return under section section under Return Annual or Act the of 137 section under statements rores. statement; or statement; Which has aggregate borrowings from banks or financial institutions or any than INR of less point year any financial of at body corporate time during the 25 C Which is a OneWhich a is Which has turnover of thanless INR as per 50 latest Crores audited financial house adjudication process. The Committee observed that this would serve the serve would this that observed Committee The process. adjudication house - ment of India has constituted a Committee on review of Offences under
o o o
of Companies Act, 2013. Act, ofCompanies An interested director may also be to 184. section pursuant counted disclosure of interest his meeting after for the purpose of quorum in such If If the One Person Company Company, (if such private company is Small a start Company, Dormant Directors Company once in every half or year and there is a gap of not less Private than 90 days the meetings, in both not Company: apply to Private containing the particulars of aggregate remuneration drawn by directors. drawn remuneration by ofcontainingaggregate the particulars In relation to One Person Company, Small Company and Private company (if such private company is a start the director or no by is where there company ofthe company. secretary, secretary, Reporting on Adequacy of Internal Financial Controls System in audit report shall Additional exemptions have been granted towards acceptance of deposits by Private by deposits of acceptance towards granted been have exemptions Additional in the notification: ofCompany, upon provided conditions satisfaction Every Private Company which is Small
The Committee recommended that the existing rigour of the law should continue for serious serious for continue should law the of rigour existing the that recommended Committee The offences, whereas the lapses that are essentially technical or procedural in nature may be in to shifted twin purposes of promoting of ease of doing business and better corporate would also reduce the number of prosecutions filed in The the penalised. be Special shall Courts offenders thewhich and would offences in serious of disposal speedier facilitate turn In order to review the framework dealing with offences under the Companies Act, 2013 and and 2013 Act, Companies the under offences with dealing framework the review to order In related matters and to make recommendations to promote better corporate compliance, the Govern Companies Act, 2013 in July, 2018 and the said Committee, submitted its report in August, 2018. Committee on rev 2018(Ordinance), under: notification which means “a private Comp the Companies Act, 2013 and recognized as start issued by the Department of Industrial Policy and promotion, Ministry of Commerce and Industry. Exemptions to Private Comp filing their financial financial their filing Companies. 2013 Act, of Registrar 92 with of the Companies The Concept of the Start
STUDENT COMPANY SECRETARY | SECRETARY COMPANY STUDENT
5. Article 8 6.
Buisness:Doing of Ease the for provides alia, inter amendments, additional certain with 2019 Ordinance, repl 2019 Act, (Amendment) Companies The (Amendment) Companies The Act,2019 July Rajya the in 30th Sabha. to on and July enforcement 26th on Sabha Lok in passed better 2019 Bill, (Amendment) Companies The and sector. accountability more corpor ensure the strengthen to necessary considered are which amendments other certain with 2019 Ordinance, Second (Amendment) Companies Companies The assembly, new (Amendmen of constitution the With respectively. 2019 February, of day 21st the and 2019 January, of day 12th the on 2019 Ordinance, Second (Amendment) the 2018, Ordinance, (Amendment) Companies Presi the to effect continued give to order the In by promulgated was 2018 Ordinance, dayPresidentNovember, of 2nd the 2018. on (Amendment) Companies the in accordingly Ordinance the relief, immediate providesthesession, to in notwas parliament the time that at Howeverholders, Stake and Corporate the by expected were relief immediate the Report, the of submission the After The thedirector. recommendationof main committee are business, of in commencement significant of beneficialcharge declaration of ownership and independence independent of reduction of significant declaration protect Tribunal, office, for registered a of maintenance the amendments before suitable cases recommend compounding also Committee The fr corporate with wherever is fraud noticed. deals which 447 section under liability iii. ii. i.
dent promulgated the Companies (Amendment) Ordinance, 2019 and the Companies the and 2019 Ordinance, (Amendment) Companies the promulgated dent Declogging etc. NCLT the Declogging achieving better in the strengthening and platform online in an the on Publication order website.the of on driven processing conducting interface Technology physical minimising and transpa transparent the increasing and mechanism a instituting To penalty leviedto by an officer. adjudication in an to offence whichare catego offences81 in recategorization of 16 of To out Amendment in section 135 section in Actthe Amendment 135 so to asof clarity bring to as upo punishment the modify to as so the in Act provided said penalties monetary fine sections lessen to burden the to from the of sections sixteen in Amendment to as so 2013 financial year byas of instead Tribunal; the determined Act, Companies the of allow to 2 Government Central the empower section of (41) clause in Amendment t) Bill, 2019 was introduced in Lok Sabha on July 25, 2019to replace the the replace 2019to 25, July on Sabha Lok in introduced was 2019 Bill, t) n the Special Courts;
- t gvrac nrs n cmlac mngmn i corporate in management compliance and norms governance ate
house adjudication Framework where in default' would be subject be would default' in where Framework adjudication house compliances compliances
-
house adjudication mechanism to sub serve ultimate aim for aim ultimate serve sub to mechanism adjudication house
ed o e sud y h Gvrmn o India, of Government the by issued be to need
ion of depositors registration and management and registration depositors of ion
rency in house adjudication mechanism by mechanism adjudication house in rency c te opne (mnmn) Second (Amendment) Companies the ace
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| STUDENT COMPANY SECRETARY
- - house adjudication adjudication house
ry of compoundable of ry
Article
9
categorized -
about greater Ease Ease greater about
compoundable) compoundable) and
-
said said Act, into civil wrong; and
- mited Liability Partnership Act, 2008 and 2008 Act, Partnership Liability and mited
do not involve larger public interest. In
bottlenecks bottlenecks in the overall functioning of the
ng the offences ng specified specified in Schedule VII, in case of an ongoing
clog and improve the functioningofthe NCLT; improve clog and
-
013 and concomitant measures to provide further Ease
2020
Bill, 2020
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APRIL special special account to be spent thereafter within to the three Fund financial years and and project; transfer transfer the unspent amount to the Fund specified under Schedule VII, in other cases; carry carry forward the unspent corporate social responsibility amount, to a the nature of the offences (compoundable and non
Amendment ( (b) (a) and and issues pertaining to implementation of the Companies Act, 2013 and the compliance for stakeholders at largecompliance at for to also stakeholders and having emerging address issues Amendment in section 441 of the Act Regional Director compoundi for so as to enhance the jurisdiction of the nies Identify specific provisions under the Companies Act, 2013 and the Limited Liability Liability Limited the 2013and Act, Companies the under provisions specific Identify bring to amended be to required are which2008 Act, Partnership of Living for the corporate stakeholders, including but not restricted to review Acts; Forms the two under of necessary. deem it may other recommendation as Any relevant Study the existing framework under the Li underStudy the framework the existing Ease the timeenhancing the same while at any, if gaps, plugthe to measures suggest Business; ofDoing to further measures dePropose Suggest measures for removing any under etc. NFRA, the Act; SFIO, like IEPFA, statutory bodies as as 'civil wrongs' along with measures to under the Companies Act, 2 optimize the compliance requirements Business; ofDoing Examine the feasibility of introducing settlement mechanism, deferred prosecution 2013; Act, within etc., the fold Companies agreement, ofthe Analyze re be could offences the of any whether to as recommendation its submit
iv.
procedural or technical lapses under the provisions of the considering the overall pendency of the a principlecourts, approach based was adopted to further remove criminality in case of defaults, which can be which determined objectively otherwise and lack any element of fraud addition, or the Government also proposes to provide greater Act. other tothrough the amendments certain ease of living to corporates The Committee submitted its report on14th November, 2019. report November, its submitted on14th The Committee Compa Based on the recommendations of the CLC and internal review by government the has proposed Government, to amend various the provisions of the Act to decriminalise minor provisions 2008. Act, Limited Partnership Liability as under: were ofthe Committee The of terms reference Further, in line with the Government's objective of promoting Ease ofLiving Further, in of with the country objective promotingEase in the line Government's by providing Ease of corporate Doing Business to law impact on abiding the working of corporates corporates, in the country, fostering MCA has constitute improved a Company Committee Law for examining and making recommendations to the Government on various Company law Committee on Decriminalise of Offences. DecriminaliseCompany on of Committee law
STUDENT COMPANY SECRETARY | SECRETARY COMPANY STUDENT
8. 7. Article 10
CompaniesThe Bill,2020, (Amendment) alia,following, the name inter providesfor (l) (l) (k) (j) (i) (h) (g) (f) (e) (d) (c) (b) (a) (n) (m)
o rvd fr pcfe cass f nitd opne t peae n fl their file and prepare financial to results; periodical companies unlisted of classes specified for provide to and financial returns annual statements cases; certain in to provide for a window within which penalties shall not be levied for delay in f such towards year financial subsequent in obligation financial years; particular a in obligation spending any Responsibility off set to 135 section companiesunder eligible allow to and CommitteeResponsibility Social Corporate the constitute to required be not shall rupees lakh fifty to up obligation spending provi to finance companieshousing filing certain section resolutions from under 117; non of classes certain to exemptions extend to section 62; under timelin reduce to to relating companiesChapter XXII India; outside incorporated foreign companies or companies incorporated outside India from the provisions of of class any exempt and shares in interest beneficial of declaration to relating 89 se of requirements the with complying from persons of class any exempt to start andCompanies Producer to benefit same the extend also and penalties attract monetary penalties which Act the lesser of provisions to all to companies, relating person one 446B, and companies section of applicability extend to as information providedor section in 403; or more occasions in submitting, filing, registering or recording any document, fact relax provisionsto to relating for executive provisions the remuneration cases;to such in directors samewith the aligning by profits, of inadequacy of case in directors nonexecutive to set BenchesCompany to National the of up Law Appellate Tribunal; Companies, Producer to relating Act was the earlier partof which Companies Act, the in XXIA Chapter new a incorporate to of bycompany its employees, officers or as may be; case the commission of place of basis the on offence court trial of jurisdiction the clarify to "listed of definition the from companies for mainly listing company", debtof securities; of class certain Board, Exchange and public larger interest;involve not do or fraud of element any lack otherwise which be and objectivelycan determined which defaults of case in Act the under offences certain decriminalise to to to empower the Central Government to exclude, in
ae rvsos o alwn pyet f dqae eueain to remuneration adequate of payment allowing for provisions make - ups; ne scin42 f h At o wogu ihodn o rpry f a of property of withholding wrongful for Act the of 452 section under e ht h cmais hc hv Croae oil Responsibility Social Corporate have which companies the that de
es for applying for rights issues so as to speed up such issues issues such up speed to as so issues rights for applying for es
mut pn i ecs o ter oprt Social Corporate their of excess in spent amount
charging higher of additional fees defaulton two for
APRIL 1956;
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| STUDENT COMPANY SECRETARY
o small for ly: ction — iling
Article
- 11 of of to
General General e e foreign
Ministry
e e as a compliant
2020) scheme” vide
- nts, additional fees, clarification fees, additional nts,
19 threat and to reduce the compliance 21 registry, the Central Government has -
-
istry of Corporate Affairs (MCA) on time to timeto time on (MCA) Affairs Corporate ofistry
ocuments ocuments and grant immunity for prosecution in respect
2020
India India
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n pursuance of its objective of providing greater “Ease of Doing Business” Business” Doing of “Ease greater providing of objective its of pursuance n
e. 2020 scheme came into force on 01st April, 2020 and shall remain in force till - jurisdictions as per rules prescribed. jurisdictions as to allow direct listing of securities by Indian companies in permissibl better better Corporate compliance to enhance the efficiency of the processes under
en, en, certain modifications to the above Circular have been made on 30th March, 2020
ddition, this scheme gives opportunity to inactive companies to get their companies (o)
Ease of Doing BusinessEase Doing of i Government The to all the stakeholders, brought greater transparency in corporate foster structure in order to However, However, in order to support and Limitedenable Liability Partnerships (LLPs) to focus on taking necessary measures to address the COVID burd and thereby introduced “Modified LLP Settlement Scheme, 2020” via General Circular No 2020. 13/2020, 30th March, dated LLP Settlement Scheme,LLPSettlement 2020 the ofdoing business, ease to efforts promote constant of part Government's As has (MCA) given one time relaxationa Affairs to Corporate in the defaulting additional fees LLPs to make good their default by filing pending documents and to serv “LLP Settlement Scheme,2020”. in introducing futureLLP by declared declared as ‘dormant company’ under Section 455 of the Companies Act, 2013, by filing a simple application at the normal fee. The said with requirements. minimal compliance onremain of thethe companies register provision enables inactive companies The CFSS 30th 2020. September, introduced "Companies Fresh Start Scheme, Circular 2020 No: 12/2020, dated (CFSS 30th March, 2020, which give Companies one to time mark a opportunity fresh to beginning the as fully compliant companies by making additional to related paying any statutory fees. defaults without filings, good any In a of such delayed filings. CLSS pertains to delayed filing of statutory documents only. Under the Scheme, companies are permitted to file statutory documents that were due for filling untiloff dat cut a to them enable to and companies defaulting the to opportunity an give to order in Similarly, file the belated statutory documents in the MCA Company LawCompany Schemes Settlement Min the doingbusiness, of ease facilitate To defaulted have who companies for (CLSS) Scheme Settlement Law Company introduced has in making annual statutory filings with the Registrar of Companies (RoC) to condone the delay in filing annual statutory d Relaxation through Rules& Circulars through Relaxation from received requests the of view in keeping necessary wherever MCA, the time to time On Documeof filing for relaxation extend stakeholders various etc. by issuing circulars and amendment in the Rules. This provide an ease to the business inin true the doing spirit. compliance letter and Other Initiatives
STUDENT COMPANY SECRETARY | SECRETARY COMPANY STUDENT
10. 9. Article 12 References compliances letterand spirit. true in Corporate the is it GovernmentThe number hasthe policy launched reforms of ease business, for doing of however, Conclusion
www.pib.gov.in www.prsindia.org www.icsi.edu www.mca.gov.in transactions. the notice i Green De under Channel. Under process, this isfiling have deemed combination the to upon beenapproved combinations for approval revised of system automatic an hasintroduced and country Government the Competition Law, Competition On years 1.6 2018 to in 2019. in years 4.3 from India’s andtaken improved time recovery in 2019 71.6%in to 2018 26.5%in from Index, Insolvency insolvency Resolving towards the to places 56 of by substantially improved ranking Report latest contributed the also per As has process. resolution Affairs Corporate of Ministry of Ministry the India. in Revenue of Department and Finance) thereby reducing many procedures, savi Labour of Ministry Affairs, Corporate of (Ministry Departments. & Ministries Government Central three by services ten offering the incorpo for post reservation account bank name of the opening from till right Company services the all provide form SPICE+ new The is 23 effective from a introducing of initiative further a taken facilitate to order In Report Bank 2011. World the country large any by jump highest of the also is It years. 3 in ranks 67 edition of improvement 2020 The practices. acknowledges best international to closer and indicators 10 of out 7 in rank its improved has India that noteworthy is It 190 countries, by among 14 thereby itsranks earlier improving rank77 of from Companie
s Act, 2013, has introduced n the prescribed format. This system would significantly reduce time and cost of
Act 2002 for speeding up of Mergers & Acquisitions of companies in the the in companies of Acquisitions & Mergers of up speeding for 2002 Act s
ni a oe f h tp 0 mrvr, hr tm i a row a in time third improvers, 10 top the of one as India
n Professional and
rd
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