1. Incorporation of a One Person Company has been permitted.
2. Numbers of permissible members in private company has been
raised to 200 as against existing limit of 50 members.
3. Listed companies shall have at least 1/3rd of
the total number of directors as Independent Directors and the Central
Government may prescribe the minimum number of Independent Directors for any
class of public companies.
4. Nominee director cannot be regarded as Independent Director.
5. Maximum term of ID has been restricted to five years at once
subject to a maximum of two such terms.
6. Appointment of at least one woman director on the board of
prescribed classes of companies has been made mandatory.
7. Appointment of at least one director resident in India, i.e.
a director who has stayed in India for at least 182 days in the previous calendar
year, is made mandatory for all companies.
8. Maximum number of directors has been increased from twelve
(12) to fifteen (15) directors .Further no Central Government approval is
required to increase the maximum no. of directors beyond fifteen(15).
Shareholders of companies may do so by passing a special resolution.
9. A person can hold directorship of up to 20 companies, of
which not more than 10 can be public companies.
10. No listed companies shall appoint-
i. an individual as auditor for more than one term of five
consecutive years, and
ii. an audit firm as auditor for more than two terms of five
consecutive years
11. Shareholders are at liberty to decide by passing resolution
that audit partner and the audit team, be rotated every year
12. CSR has been made mandatory for a company having net worth
of Rs. 500 crore or more, or turnover of Rs.1,000 crore or more or net profit
of Rs. 5 crore or more during any financial year.
13. Such company is required to constitute a Corporate Social
Responsibility Committee of the board(CSRC) which shall consist of three or
more directors , out of which at least one director shall be an independent
director.
14. Such company shall spend, in every financial year, at least
2 % of the average net profits of the company made during three immediately preceding
financial years, in pursuance of its Corporate Social Responsibility Policy
(CSRP).
15. The provision for establishment of Serious Fraud
Investigation Office (SFIO) by the Central Government is another significant
feature of the bill.
16. SFIO is empowered to arrest in respect of certain offence
involving fraud.
17. Changes have also been made to the grounds for winding up a
company.
18. Some other features of the bill include-
i. Financial year will be uniform for all companies i.e. April-March.
ii. Restriction on buyback of shares within one year from the
last buy back.
iii. Voting through electronic means.
iv. Capping director’s remuneration at 5% of the net profits of
the company.
v. The concept of Dormant Company has been introduced.
vi. Special courts for speedy trials.
