The Joint Parliamentary Committee on the Corporate Laws (Amendment) Bill, 2026 (Chair : Mr Sudhir Gupta) presented its report on August 3, 2026.  The Bill seeks to amend the Companies Act, 2013 and the Limited Liability Partnership (LLP) Act, 2008.  Key observations and recommendations of the Committee include:

Corporate Social Responsibility (CSR):  The Bill increases the net profit threshold for applicability of CSR obligation from Rs 5 crore to Rs 10 crore.  It also empowers the central government to revise the threshold.  The Committee recommended removing the powers to revise the threshold.  The Bill exempts classes of companies which fulfil prescribed conditions, from CSR obligation.  The Committee observed that this provision lacks statutory guidance and amounts to excessive delegation.  The Committee also observed that contribution to an entity included in a duly notified negative list, should not qualify as CSR expenditure.  These include entities restricted or disqualified under a law, or an order of the Court or a regulatory authority.  It recommended empowering the central government to specify this negative list through notification.  It also recommended the government to examine the feasibility of permitting CSR contributions in kind.

Appointment of auditors:  The Bill exempts classes of companies which fulfil prescribed conditions, from appointing auditors.  The Committee recommended limiting this exemption to private companies, to enable ease of doing business while ensuring accountability and stakeholder confidence.

Disqualifications for appointment of director:  The Bill adds that a person will not be eligible to be appointed as a director if the person has not been assessed to be fit and proper by the board.  The criteria for such assessment may be prescribed under Rules.  The Committee observed that this provision confers an excessively broad delegated power in a matter involving significant civil consequences.  It recommended deleting this amendment.

National Company Law Tribunal (NCLT): The Act establishes NCLT as the adjudicating authority.  The Bill allows the President of NCLT to constitute one or more special benches for disposing cases under the Companies Act or the Insolvency and Bankruptcy Code, 2016 (IBC).  The Committee recommended mandating creation of dedicated benches to deal with matters related to IBC.  The President may separately create benches to dispose cases under the Companies Act.  The Committee observed that this will guarantee strict adherence to statutory timelines under IBC, and insulate regular benches from unplanned procedural urgencies.

National Financial Reporting Authority (NFRA): The Companies Act, 2013 establishes NFRA to: (i) make recommendations on the formulation of accounting and auditing standards, (ii) enforce compliance with these standards, and (iii) oversee quality of service of the associated professions.  The Act empowers NFRA to investigate into matters of professional or other misconduct.  The manner of investigation is prescribed under Rules framed by the central government.  The Bill instead empowers NFRA to make regulations on the manner of investigation.  The Committee recommended deleting this amendment, and retaining the powers of the central government to prescribe through Rules.

The Bill adds that following offences will be punishable with imprisonment up to six months or a criminal fine: (i) failure to comply with an order of NFRA, or (ii) non-payment of penalty imposed by NFRA.  The Committee observed that these provisions are not aligned with the larger objective of decriminalisation.  It recommended removing imprisonment but retaining criminal fine.

Mergers and amalgamations: The Act provides a fast-track process for merger or amalgamation of certain companies such as: (i) two or more small companies, and (ii) a holding company and its wholly-owned subsidiary companies.  A scheme of merger or amalgamation must be approved by respective shareholders holding at least 90% of the total shares.  The Bill proposes to change this threshold to approval of majority of members present and voting who hold at least 75% of the shares among members present and voting.  The Committee recommended adding a statutory right to exit for dissenting/non-voting shareholders to safeguard minority shareholders.

Appointment of managerial personnel:  The Act provides that a person must be of age between 21 years and 70 years, for appointment as: (i) managing director, (ii) whole-time director, or (iii) manager.  The Committee recommended amending these provisions to reduce the minimum age to 18 years and increases the maximum age to 75 years.