Corporate Professionals Blog

The Companies Bill, 2012 proposes a fast track and simplified procedure for mergers and amalgamations of certain class of companies such as holding and subsidiary, and small companies. This is a welcome move. The Companies Act, 1956 does not offer a simple process for such mergers and all such restructuring have to follow a cumbersome and time consuming process as any other mergers or amalgamations. The process involves seeking approval from shareholders, creditors, Registrar of Companies and the Official Liquidator as well as a High Court. There was a long felt need to simplify and fast track the procedure for mergers of holding-subsidiary or companies where interest of third parties is not involved . And so, the Companies Bill, 2012 has separate provisions to deal with mergers and amalgamations of holding and wholly-owned subsidiary companies, small companies and such other class of companies as the Central Government may prescribe. A ‘small company’ is a company other t...

Corporate Social Responsibility (CSR) is now accepted as a means to achieve sustainable development of an organization. Hence, it needs to be accepted as an organizational objective. The Companies Bill, 2012 will make Indian companies to consciously work towards that objective, as it requires a prescribed class of companies to spend a portion of their profits on CSR activities. Businesses can no longer limit themselves to using resources to engage in activities that increase their profits. They have to be socially responsible corporate citizens and also contribute to the social good. Corporate Social Responsibility (CSR) is about integrating economic, environmental and social objectives with a company’s operations and growth. Many consider CSR philanthropy, but that is a limited definition. An organization can accomplish sustainable development if CSR becomes an integral part of its business process.  CSR impacts almost every area of operations: governance and ethics...

In order to keep pace with fast changing business scenario , to align with the provisions of Companies Bill 2012 and to adopt international best practices relating to Corporate Governance , SEBI has come out with a consultative paper on Corporate Governance norms in India. The paper bring suggestion which will have far reaching effect and will completely change the landscape of Corporate Governance in case of listed companies.  As per the concept note, the objective is to is to entice a wider debate on the governance requirement for the listed companies so as to adopt better global practices. While it needs to be ensured that the proposals suggested would not result in increasing the additional cost of compliances by huge margin and that the cost should not outweigh the benefit of listing, at the same time, it is necessary to bring back the confidence of the investors back to the capital market, for channelizing savings into investment, which is the need of the hour.  ...