Companies Bill, 2012

[As Passed by Lok Sabha]

Companies Bill 2012: comprehensive reform of incorporation, securities regulation, corporate governance and insolvency procedures. The Bill modernises company law by prescribing incorporation formalities, detailed prospectus and securities regulation (including dematerialisation, public offers and private placement rules), comprehensive share capital and transfer mechanisms, and extensive corporate governance standards (directors, independent directors, audits, managerial remuneration). It establishes adjudicatory and enforcement architecture-National Company Law Tribunal, Special Courts, Serious Fraud Investigation Office-together with inspection, investigation and insolvency and winding-up procedures, penalties for mis-statements and powers for Central Government and Securities and Exchange Board to make regulations.