Companies Act 2013An Industry Perspective

Jasmeet WadehraGeneral Counsel – IndiaInternational Paper

What Industry Wants?

•Simplicity of Regulation•Clarity & Un-ambiguity•Cost of Compliance •Freedom to do Business•Institutional Trust•Keep up with the Times•Flexibility of Change

Merges & Amalgamation

•Mergers of ‘small companies’ & holding-wholly owned subsidiary company simplified

•Cross border mergers permitted

•Minority share acquisition (squeeze outs ?!)

•Listed company merger into unlisted company

Related Party Transactions

•Definition of Related Party expanded

•Shareholders ambit vs. government control

•Arms’ length pricing imported from Tax laws

Concept of Listed private companies

•Bond market impact

•Additional compliance burden

•Exposure of financials

Institutional inter-play

•Insider Trading•Dealing in securities•Issue of securities / payment of dividend•SFIO

Frauds

•Auditor’s duties to report•Class actions & damages claims (against

auditors, audit partners, experts, advisors, company, directors, etc.)

•SFIO

Others

•Asset/business disposition onerous•One person company / private company–

specific exemptions missing•Subsidiary company prohibition of holding

shares – avoids speculation but onerous for treasury operations

•KMPs given open authority to sign and authenticate documents – controls !

•Disposal by NCLT within 3 months

Thank you