New Company Law Dear Members and Students of the ICSI, The country made history when the RajyaSabha passed the new company law on 8th August 2013. The much-awaited, the much-needed, a modern and contemporary company law is just a signature away. It would become the law of the land on receiving the assent of the Honourable President of India and on notification in Gazette of India, will replace the Companies Act, 1956. 2. We are all grateful to Mr. Sachin Pilot, Hon’ble Minister for Corporate Affairs (I/C) for successfully piloting and seeing it through the RajyaSabha. The corporate India would remain ever obliged to him and history would remember him for this. 3. The Highlights of the Companies Bill, 2012, as passed by RajyaSabha on 8th August 2013, are available at:icsi.edu/WebModules/Linksofweeks/Cos%20bill%20highlights.pdf. An interview published in the Business Standard immediately on passing of the Bill is at: business-standard/article/economy-policy/corporations-professionals-gearing-up-for-watershed-event-113080801170_1.html. 4. The new law presents a paradigm shift in the way every stakeholder in a corporation has to think, act and perform. It transports India into the big league in corporate governance and democracy.It also transits company secretaries to corporate governance professionals. It brackets them in the category of key managerial personnel and holds them responsible for implementation of all relevant laws applicable to the companies. It envisages a much larger role for them in the areas of secretarial audit, restructuring, liquidation, valuation and much more. Seminars and Workshops 5. While the corporates and professionals have been gearing themselves up for this watershed event, it is our bounden duty to build human resource capacity in general and to prepare the company secretaries in particular, to implement the new law in letter and spirit.Under the guidance of the Corporate Laws Committee of the Institute, we have decided to take a number of initiatives in the next three months towards this end. To start with, we propose to organize four mega national seminars in four metros, viz. Delhi, Chennai, Kolkata and Mumbai, on the days and time convenient to Hon’ble Minister for Corporate Affairs. Vide our letter dated August 8, 2013, we have sought his convenience. As soon as we receive his convenience, we would announce the details of these events. 6. In furtherance of this, we have advised, vide our mail dated August 9, 2013,different constituents of the Institute to organise programmes within next three months as under: To be Organised by Programme No of Programmes Headquarters Seminar ≥ 04 Regional Council/ Office Seminar ≥ 04 Chapter Management Committee/Office Seminar / Workshop Grade A: ≥ 04 Grade B: ≥ 04 Grade C: ≥ 02 Grade D: ≥ 02 Study Circle Study Circle ≥ 06 Publications 7. We have decided to bring out: two special issues of chartered secretary to disseminate the philosophy, understanding, nuances and insights into various aspects of the new law; a text book on the new company law, being prepared under the guidance of the corporate laws Committee; Guidance Notes on Secretarial Audit, Revival and Rehabilitation of Companies, Valuation, Annual Return, Pre - certification of e-forms, Appearance before NCLT and NCLAT, being prepared by Corporate Laws Committee, PCS Committee and Secretarial Standards Board; and Referencers, namely,(i) Director’s Handbook, (ii)Global Best Practices relating to Corporate Governance, and (iii) Corporate Governance Handbook. Expert Advice 8. We have decided to provide expert advice, based on guidance from best legal and judicial brains, on substantive issues arising from the provisions of the new law. We are working out the details of this mechanism. Draft Rules 9. The new law allows the Government to make Rules to carry out the provisions of the law and Government has already drafted the Rules. We understand that Government would be seeking views / comments on the said draft Rules before notifying the same. We have constitutedgroups of experts under the Chairmanship of the Members of Corporate Laws Committee from the respective region to collect and collate the views of the members of the region on the draft Rules. The views shall thereafter be finalized by the Corporate Laws Committee before submission to the Government. 10. We look forward to your wholehearted support and co-operation in delivery of the above initiatives. With best regards, Yours sincerely, (CS S. N. Ananthasubramanian) President / 10.08.2013
Posted on: Mon, 12 Aug 2013 05:06:08 +0000
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