1. Overview OF Companies Bill 2012- An Introduction 23rd Feb 2013 New Delhi2/23/2013

2. "The illiterate of the 21st century will not be those who cannot read and write, but those whocannot learn, unlearn, and relearn."Alvin Toffler Eminent Writer of USA2/23/2013 3. The Era of Opportunities2/23/2013 4. The Companies Bill, 2012HIGHLIGHTS29 Chapters, 470 Sections & 7 SchedulesSubstantial Part of the Bill in form of rules which are to be prescribed separately33 New Definitions2/23/2013 5. A Paradigm Shift For the Corporate The Companies Act, 1956The Companies Bill, 20122/23/2013 6. Re-enacting the Companies Act, 1956THE OBJECTIVE Bringing Flexibility & Adoption ofEffective protection Internationallyfor different Accepted Practices sections of SocietySelf Regulation Healthy Growth ofwith more India Inc. disclosures Stringent Efficient Punishment forenforcement of lawviolation2/23/2013 7. The Companies Bill, 2012 MAJOR CHANGES PROPOSED CorporateNew Concepts CorporateLiberalizationGovernanceGovernanceDisclosures & Enforcement ofInvestorAccountability Law ProtectionRestructuring2/23/2013 8. HighlightsNew Concepts2/23/2013 9. The Companies Bill, 2012NEW CONCEPTS Introduction of One Person CompanyOne Woman Director on Board of Specific ClassClass Action suits by members against prejudicial acts of theCompany ManagementSpecification of term Associate Company Introduction of Registered Valuer2/23/2013 10. The Companies Bill, 2012NEW CONCEPTSFast Track Merger for Holding & Subsidiary Companies, CrossBorder MergerIntroduction of Dormant Company Use of electronic mode: E-voting, E-participation of experts, BoardMeeting through video conferencingMaintenance of documents, records, registers, books of accounts,etc. in e-form Summary procedure for winding-up of Companies2/23/2013 11. Major changes towardsCorporate Governance2/23/2013 12. The Companies Bill, 2012 ENHANCED CORPORATE GOVERNANCE At least 1/3rd of the directors of the board of listed company should be Independent DirectorsIndependent directors can serve 2 consecutive terms of 5years each on the Board of a Company. Liability ofIndependent Directors made limitedMandatory Internal & Secretarial Audit for prescribedCompaniesCompulsory rotation of Individual Auditors every 5 years & ofAudit firms every 10 years, cap of 20 Companies for audit by a firm2/23/2013 13. The Companies Bill, 2012ENHANCED CORPORATE GOVERNANCEQuorum of General Meeting of a Public Company todepend upon the number of its membersInstead of Conducting EGM, Private Companies have the option of Postal Ballot for business conduction Restriction on Insider Trading & Forward Dealing byDirectors & Key Managerial Personnel2/23/2013 14. The Companies Bill, 2012IMPROVED CORPORATEENHANCED CORPORATE GOVERNANCEGOVERNANCEConsolidated financial statements of all subsidiaries to be laidbefore AGM along with financials, subsidiaries to includeAssociate companies & Joint VenturesProvision to spend at least 2% of Average Net Profit on CSRby Companies meeting a specific criteriaThe Scope of Officer in default has been widened to includeShare Transfer Agents, Registrars Merchant BankersFor uniformity & better compatibility, Financial year of theCompanies can be from April to March onlyexceptions: Foreign Holding/ Subsidiary subject to tribunals approval)2/23/2013 15. The Companies Bill, 20122/23/2013 16. The Companies Bill, 2012SOME LIBERAL PROVISIONSBifurcation of the ObjectsNo approval from Centralclause into main, ancillary &Govt. for related partyother objects has beentransaction/loan to Directordone away with. Only- (Section 295, 297objects to be stated in MOAapproval has been doneaway with) For paying monthly salary to Non-Executive director Rationalization of(Some Limits) (Sectionprocess of removing 309(4) approval has beenthe name of Company done away with)by ROCFor holding the place of profit by the Director to in Enabling provisions Company or its Subsidiary for issue of GDRs (Section 314 approval has been done away with)2/23/2013 17. Major changes towardsDisclosures & Accountability2/23/2013 18. The Companies Bill, 2012DISCLOSURES & ACCOUNTABILITYThe bill defines the term Private Placement: PRIVATE PLACEMENT OFFERCONDITIONSPUBLIC OFFER Offer to section of publicComply with provisions of Bill, other than QIBs Securities Contract RegulationAct, 1956 and SEBI Act, 1992 Not more than 50 number of people or such higher number as may be prescribed YES NO In compliance of prescribed terms & conditions Conditions fulfilled? Made through Private Placement offer letter and not Prospectus2/23/2013 19. The Companies Bill, 2012 DISCLOSURES & ACCOUNTABILITYExit opportunity to Enhanced Disclosures in thedissenting shareholders ifProspectus , source of the Company intends to vary promoters contribution isthe objects as specified in also required to be disclosed the Prospectus Company Investment Disclosure of interest ofthrough more than 2 layersevery director now of Investment Companies mandatory & not not allowed (exemptions discretionary available)2/23/2013 20. The Companies Bill, 2012 DISCLOSURES & ACCOUNTABILITYDuties of Directors towardsDisclosure of the Riskthe Company now Management Policy in theprescribed Board Report Scope of officer in defaultwidened to include directorsStreamlined procedure & aware of the default by way ofdisclosure with regard totheir participation in the board Related Party Transactions - meeting or receipt of minutes2/23/2013 21. The Companies Bill, 2012DISCLOSURES & ACCOUNTABILITYImmunity to Independent & Non- Executive Directors not being Promoters or KMPs (Liability only if the act occurred with their knowledge attributable through Board Process)2/23/2013 22. Major changes towardsCompliances & Enforcements2/23/2013 23. The Companies Bill, 2012ENFORCEMENT OF LAWEstablishment of National Company Law TribunalEstablishment of Special Courts, Mediation &Conciliation panel for speedy trial of offencesunder the Act Concept of fraud is introduced, StringentPunishments in case of fraud & coverage of more activities under fraud2/23/2013 24. The Companies Bill, 2012COMPLIANCES & ENFORCEMENTS Imprisonment & twice the prescribed penaltyin case of repeated defaults committed within a span of 3 yearsOffences punishable with fine orimprisonment or both to be compounded only by Special Courts2/23/2013 25. The Companies Bill, 2012ENFORCEMENT OF LAWSerious Fraud Investigation Office (SFIO)- A separate agency for investigation of Companyrelated frauds Centralized Agency for investigating the affairs of the Company The power of other authorities for investigation shall be stopped once the case has been authorized to SFIO Power to Arrest2/23/2013 26. Major changes towards Investor Protection2/23/2013 27. The Companies Bill, 2012INVESTOR PROTECTION Class Action suit empowering minority shareholdersProvision for purchase of minor shareholding in case ofacquisitionMandatory Exit Opportunity to the dissenting shareholders incase of Change of Objects or terms of Contract in Prospectus2/23/2013 28. The Companies Bill, 2012INVESTOR PROTECTIONShares in respect of which unpaid/unclaimed dividend has been transferred to IEPF shall also be transferred to IEPFPerson claiming Share/amount in the Unpaid Dividend Account that got transferred to IEPF may apply to the authority for the money claimed/Shares2/23/2013 29. HighlightsRestructuring2/23/2013 30. The Companies Bill, 2012RESTRUCTURINGProcess of revival & Provision forrehabilitation ofCross Merger Sick AmalgamationsCompaniesoverhauledEasy mergerAbolition of theof Holding &concept of Subsidiarytreasury sharesCompanies -2/23/2013 31. The Elevated HorizonThe Elevated HorizonForForFor For Investor Entrepreneurs RegulatorProfessional16.01.2010 32. The Elevated Horizon For Entrepreneurs2/23/2013 33. The Elevated Horizon FOR ENTREPRENEURS Self Regulatory Regime One Person Company Simplified merger of SmallSpecial Provisions for Small Companies & Holding/Companies Subsidiary CompaniesRecognition of Partnership Liberalization of Relatedor Association of up to 100Party TransactionsMembers Time Bound rehabilitation ofSick Companies2/23/2013 34. The Elevated HorizonFor Regulators2/23/2013 35. The Elevated Horizon FOR REGULATORS Towards the NATION More avenues for global representation owing to thestreamlined procedures Flexibility in functioning due to framework of rules Increased time value due to Self Regulatory regimewith dictum of Exhaustive database creation for Nation Building2/23/2013 36. The Elevated Horizon FOR REGULATORS Towards the ENTREPRENEURS Growth orientation & Liberalized outlook Automated systems & self governance regime Increased Quasi Judicial Authorities for faster action More health checks for corporates and more shelf lifethrough rehabilitation & restructuring modes Facilitation of inorganic growth through relaxedprovisions2/23/2013 37. The Elevated HorizonFOR REGULATORSTowards the INVESTORS Systematic Dispute Management System Ability to peruse Class Action Suits2/23/2013 38. The Elevated HorizonFor Investors2/23/2013 39. The Elevated HorizonFOR INVESTORS Better participation in decision making due to e-votingregime Increased Investor Awareness by availability of moreinformation on line on public portals Responsive Investor Protection Better dissemination of information from India Inc. Ability to file Class Action Suit2/23/2013 40. The Elevated Horizon For Professionals2/23/2013 41. The Elevated HorizonFor ProfessionalsSlates are being re-written, you should be the torch bearer toguide the corporates, professionals and investor community New law brings new interpretations and issues leading toincreased need for opinions and advisoryIncreased compliance & stringent penalties will stimulate the role of Company SecretaryIncreased shareholders rights and activism will lead to greater focus on company-investor relationship2/23/2013 42. The Elevated Horizon For ProfessionalsNew law brings everyone at par, presents golden opportunity for young professionals2/23/2013 43. Companies Bill 2012 Belief in self & not in legalOPPORTUNITIES AHEAD FOR support COMPANY SECRETARY 2/23/2013 44. Opportunities aheadCurrent RoleFuture Ahead Certification Compliance Certificate Secretarial Audit Minutes of the Meetings Corporate Compliance Maintenance of ManagementStatutory Documents Entire Company Law Annual Filling Strategic Advisory Routine Procedural Vigilance OfficerWorks2/23/2013 45. A stitch in time saves nine secret of & not in in lifeTheBelief in selfsuccesslegal isfor a man support to be ready for his opportunity when it comes-Benjamin Disraeli Ex British Prime MinisterThanksPavan Kumar Vijay2/23/2013