The government on Monday re-introduced the new Companies Bill in the
Lok Sabha, which will eventually replace a five-decade-old corporate
law with a sophisticated
one that reflects the current economic realities. The proposed new law
promises simplified regulations relating to formation, mergers and
winding-up of
companies, while empowering investors to take prompt and collective
acting against their companies'' errant moves.

The Bill is similar in content to the one that was introduced in
October 2008, which got lapsed early this year with the change in
government. While the
Companies Bill 2008 had promised companies greater breathing space on
their operational freedom, many provisions in the bill come under
intense debate
after the Satyam Computer scandal and the global economic downturn
highlighted a need for greater state oversight.

The provisions of Companies Bill, 2008, are broadly considered to be
suitable for addressing various contemporary issues relating to
corporate governance,
including those recently noticed during the investigation into the
affairs of erstwhile Satyam Computer Services, the government said.

The bill has now been re-christened as Companies Bill 2009, and will
be forwarded to a Parliamentary Standing Committee for
recommendations. With the standing
committee set with no time frame for giving its recommendations, the
passage of the new law is likely to take over an year, a government
official said
on conditions of anonymity. The bill was introduced in the lower house
by minister for corporate affairs Salman Khurshid.

The bill proposes to make it mandatory for all companies above a
particular size to have 33% independent directors on their board. With
the Satyam scandal
highlighting the need to make independent directors accountable for
their work, the final form of the law is expected to have substantial
changes than
what it is proposed in the Bill. The new legislation will try to
promote shareholder democracy with protection of rights of minority
shareholders, responsible
self-regulation with adequate disclosure and accountability and lesser
government control over internal corporate process, said statement of
objects and
reasons of the new Bill.

(04-Aug-09)

Economic Times
thanks,
mukesh jain.


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