MANU/PIBU/1600/2019

Department/Board : Press Information Bureau

Date : 18.11.2019

Company Law Committee-2019 submits its report to Finance Minister

The Company Law Committee was constituted by the Ministry of Corporate Affairs in September, 2019, inter alia, to further decriminalise the provisions of the Companies Act, 2013 based on their gravity and to take other concomitant measures to provide further Ease of Living for corporates in the country.

The report of the Committee was presented today to the Union Minister of Finance and Corporate Affairs, Smt. Nirmala Sitharaman by Shri Injeti Srinivas, Secretary, Ministry of Corporate Affairs, who chaired the Committee. The other members of the Committee included Shri T. K. Viswanathan, Ex-Secretary General, Lok Sabha; Shri Uday Kotak, MD, Kotak Mahindra Bank; Shri Shardul S Shroff, Executive Chairman, Shardul Amarchand Mangaldas & Co; Shri Amarjit Chopra, Senior Partner, GSA Associates; Shri Rajib Sekhar Sahoo, Principal Partner, SRB & Associates; Shri Ajay Bahl, Founder and Managing Partner, AZB & Partners; Shri G. Ramaswamy, Partner, G. Ramaswamy & Co.; Shri Sidharth Birla, Chairman, Xpro India Limited; Ms. Preeti Malhotra, Group President, Corporate Affairs & Governance, Smart Group and Shri K.V.R. Murty, Joint Secretary, Ministry of Corporate Affairs (Member Secretary of the Committee).

The Committee took note of the progress made consequent to the Companies (Amendment) Act, 2019, which had resulted in de-criminalisation of 16 minor procedural/technical lapses under the Companies Act, 2013 into 'civil wrongs', and adopted a principle based approach to further remove criminality, in case of defaults which can be determined objectively and which, otherwise, lack the element of fraud or do not involve larger public interest. Alternative methods of imposing sanctions have also been explored and recommended by the Committee, in some cases.

In Chapter I of the report, the Committee has proposed amendments in 46 penal provisions, so as to either remove criminality, or to restrict the punishment to only fine, or to allow rectification of defaults through alternative methods, which would lead to further de-clogging of the criminal justice system in the country. The main recommendations of the Committee in Chapter 1 are as follows:

• Re-categorising 23 offences out of the 66 remaining compoundable offences under the Act, to be dealt with in the in-house adjudication framework wherein these defaults would be subject to a penalty levied by an adjudicating officer. In addition, the quantum of penalties recommended are lower than the quantum of fines presently provided in the Act.

• Omitting, altogether, 7 compoundable offences; limiting punishment for 11 compoundable offences to only fine by removing provision for imprisonment and recommending that 5 offences be dealt under alternative frameworks;