The government on Tuesday introduced a Bill in the Lok Sabha to decriminalise certain offences under the Companies Act, 2013, in case of defaults which can be determined objectively and which otherwise lack any element of fraud or do not involve large public interest.

This Bill — Companies (Amendment) Bill, 2020 — was introduced in the Lower House by Anurag Singh Thakur, Minister of State for Finance and Corporate Affairs.

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It seeks to allow direct listing of securities by Indian companies in permissible foreign jurisdictions. It also stipulates that specified classes of unlisted companies will have to prepare and file their periodic financial results.

To enable easier listing of debt securities, the Bill also proposes to empower the Centre to exclude — in consultation with SEBI — certain class of companies from the definition of “listed company”.

NCLAT Benches

Besides introducing a separate chapter for “producer companies”, the Bill will also pave the way for setting up of Benches of the National Company Law Appellate Tribunal.

In a significant decision, the Bill also proposed to allow payment of adequate remuneration to non-executive directors in case of inadequacy of profits, by aligning the proposed provisions with the provisions for remuneration to executive directors.

Companies that have CSR spending obligation up to ₹50 lakh would not be required to constitute a corporate social responsibility (CSR) committee.

Also, eligible companies under Section 135 will be allowed to set off any amount spent in excess of their CSR spending obligation in a particular financial year towards such obligation in subsequent financial years.