THE COMPANIES BILL,2011 GENERAL : An attempt has been made to bring out the most important points into sharp relief through the new Companies Bill, The various mechanics involved like formation, management & administration, accounts, audits etc within the limits of a company will be analyzed and governed on the basis of the sections inscribed within the very bill. INTRODUCTION; This is a new bill for the laws related to various company affairs of our nation. This new bill is to be enacted by the parliament in its 62 nd year of republic after a notification of such is made by the Central Government.

A CLOSE STUDY OF THE FLEXIBILITIES MADE WITHIN THE PRESCRIBED BILL. The Companies Act, ) Section 2 of the Act dealt with definitions whereby 50 terms were being defined including terms like Company law boards, financial year, public holiday, existing company etc. The Companies Bill, ) The new Bill yet to be produced covers 94 terms and certain terms like public holiday, existing company etc are removed and a modest attempt has been taken in improvising the term’s list by inducing terms like associate company, chartered accountant, auditing standards, account standards and so on.

FORMATION OF COMPANY 2) Section 12 of the Act dealt with Formation of a company and was confined to seven or more persons for public companies & any 2 or more persons for private companies. No other criterions were included. 2) The new bill however highlights a new criterion whereby a private company may be formed by a single person that is to say an one person company.

FORM OF MEMORANDUM 3) Section 14 of the Act prescribed the use of forms B, C, D,& E of schedule 1 as applicable for the memorandum. 3) The new bill however included the application of form A along with the forms B, C, D & E of schedule 1 for the similar purpose.

ALTERATION OF MEMORANDUM OR ARTICLES 4) Sections 18 & 19 of the Act dealt with alteration of memorandum or articles. Any alterations made shall be duly registered within 3 months from the date of alteration made & failing such would make the changes inoperative and void. 4) The amended Act of 2006 however reduced the time period to 30 days and a fine of Rs 500/day until the default continued but clause 15 of the new bill further reduced it to 15 days and a fine of Rs1000/day but not exceeding Rs100000/-.

PROSPECTUS AND ALLOTMENT Part 3 of the Companies Act,1956 deals in prospectus & other related matters of allotment.It deals with the fundamentals of prospectus & the various other strategies relating to issue of shares & debentures. The proposed bill of 2011 however emphasized mainly on issues related to allotment of securities.Clauses 23,30,25,28,32,33,37, 39,41 of chapter 3(part-1) of the bill deals with securities.Clause 32 of the bill highlights about the concept of Red Herring prospectus.& part 2 of chapter 3 initiates about the concept of private placement.

SHARE CAPITAL & DEBENTURES Part 4 of the Act described about share capitals & debentures. Natures, kinds & other miscellaneous provisions regarding the same. The proposed bill of 2011 modified the heading under chapter 4,Clauses 48,50,52,56,63,72 are the modified inserted versions.

REGISTRATION OF CHARGES Part 5 of the Act of 1956 deals with registration of charges.