The Company Law Committee Report 2022: Key Proposals


Fractional shares refer to a part of a share lesser than 1 unit. These shares arise thanks to mergers, challenge of bonuses, or legal rights issues. However, at existing, the Providers Act does not let the holding of fractional shares.

But CLC thinks that enabling the holding and buying and selling of fractional shares will, in flip, increase participation of retail investors in the industry.

Maintaining this in intellect, the CLC has suggested that the Organizations Act permit the issuance, holding, and transfer of fractional shares for specific firms. These types of shares need to only be issued in dematerialized form, it stated. For listed organizations, this sort of prescriptions may possibly be produced in session with the current market regulator, the CLC report claimed.

Issuing shares at a price reduction refers to an situation at significantly less than the nominal price or confront worth of the share, i.e., the price of a share as established out in the publications of a organization.

Part 53 previously prohibited the difficulty of shares at a discounted but in 2017, this provision arrived to be amended. The 2017 modification permitted businesses to problem shares at a price reduction to their creditors when their financial debt is transformed into shares in pursuance of any statutory resolution program or debt restructuring plan.

The CLC report observes that it may well induce hardship to distressed providers exactly where the current market value of the shares becomes significantly less than the nominal price, thereby top to challenges in raising refreshing share cash for the revival of the company.

Accordingly, the report urges the govt to make an amendment to Part 53 to permit distressed organizations to issue shares at a discount in these kinds of a fashion as may possibly be prescribed.

Section 398 of the Act permits the central govt to make guidelines pertaining to the submitting of purposes, paperwork, inspection, and so forth., in digital sort.

But an rationalization to this provision clarifies that this is not applicable for imposition of fines, other pecuniary penalties, demand from customers, payment of expenses or contravention of the provisions in the Act.

This is a roadblock in carrying out sure adjudication-similar functions in electronic manner, specially just after the introduction of Covid-19, which compelled all courts and tribunals to be tech-savvy and conduct hearings just about, the report factors out.

In this regard, the CLC report seeks to clear away this clarification to Part 398 to further more facilitate e-enforcement and e-adjudication.

The Companies Act empowers the central authorities to constitute the National Economic Reporting Authority for matters relating to accounting and auditing expectations for corporations.

NFRA seeks to protect community interest and the passions of investors, lenders and others related with the organizations or bodies corporate.

At current, NFRA only has powers to choose motion in opposition to “expert or other misconduct” committed by any member or organization of chartered accountants. The CLC has so recommended that NFRA be empowered to consider action against non-compliance with the Businesses Act.

It really should also be able to initiate ideal penal motion if its orders are not complied with.

The following suggestion that the report tends to make pertains to funding. Presently, NFRA gets its entire funding from the union government. To increase NFRA’s economical autonomy, the CLC has manufactured a proposal — to have an NFRA Fund comparable to the Board Fund less than the Insolvency and Bankruptcy Code and Competitors Fund beneath the Competition Act.

Also, in an endeavor to strengthen the audit framework, the committee suggests that a resigning auditor be mandated to make in-depth disclosures prior to resignation. And it need to especially point out whether these resignation is because of to non cooperation from the consumer firm, fraud, severe noncompliance, or diversion of resources.

Further more, the report also asks the authorities to amend the Corporations Act, 2013 to help the central govt to mandate joint audits for these kinds of class or class of providers as may well be recommended.

Treasury shares or reacquired stock refers to earlier exceptional stock that is acquired again from stockholders by the issuing business. The outcome is that the full variety of superb shares on the open current market decreases.

These types of treasury inventory might arise on an amalgamation or merger exactly where the transferee firm gets its own shares pursuant to merger of transferor firm with by itself.

The regulation states that any treasury shares arising, as a result of a compromise or arrangement, is to be cancelled and extinguished. On the other hand, the Act does not contain any provision for cancelling or extinguishing treasury stock that existed just before 2013.

As the Committee feels that extensive-time period holding of treasury stock is opposed to the ideas of shareholder democracy, it has proposed that each individual enterprise holding treasury inventory ought to report these shares to the central govt through a declaration in a approved form.

“Thereafter, businesses keeping treasury inventory will be expected to completely dispose of such stock in a period of 3 several years and report again to the central govt. These disposal may just take spot through sale or reduction of capital devoid of invoking provisions of Part 66 of CA-13, thinking of the peculiarity of the circumstance and the simple fact that there would be no outflow of money from the business.”

To make the quickly-observe merger approval approach beneath Section 233 extra strong and simultaneously carry on to protect minority shareholder interests, the committee endorses a modified twin test necessitating approval by:

  • 75% of the shareholders, existing and voting at the meeting.

  • Shareholders to characterize extra than 50%, in benefit, of the total number of shares of the business.

Aside from this, the report also will make suggestions to do absent with affidavits under the Act, make it possible for organizations to maintain meetings in digital and hybrid modes, and to provide files to their customers in electronic kind.


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