Corporate Laws in India

i spent the past 5 years trying to learn the Indian Companies Act '1956 and Income-Tax Act '1961, and now that I am on the verge of being a qualified professional, the year 2009 saw introduction of new Companies Bill' 2008 to replace the existing company law and a new DIRECT TAX CODE to replace the existing Income-tax Act.

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the existing Indian Companies Act' 1956 will be replaced once the Companies Bill of 2008 gets passed. saw an interesting conversation on CNBC TV18 organised by The Firm ( Menaka Doshi).
Y.H.Malegam, Bharat Vasani (Tata Group), Cyril Shroff (Amarchand Mangaldas)
highlights:
change law to: remove loopholes, rigidity, make it more contemporary, simplify, bundle together all relevant provisions eg managerial remuneration

Critical Analysis:
- seems like old wine in new bottle. rearrangement of sections
- no need for a separate definition of independent director when Clause 49 already has one
- insider trading is a SEBI mandade. no need to include it in DCA
- prospectus related provisions should also be left to SEBI
- removal of DVRs is regressive. we need multiple instruments in capital raising
- much abused provisions not capped. eg premium on redemtion of Debentures can be set-off against Securities Premium
drafting lacunas

Suggestions:
- scheme of reconstruction court order should not contravene mandatory Accounting Standards
- we need a 2 tier board like Germany - executive & supervisory

(note: full video of the discussion is available on http://www.thefirm.moneycontrol.com/)