2. 12/05/2011 The Companies which have not filed their statutory Annual Reports
(ie. Balance Sheet, Profit & Loss Account Accounts and Annual
Returns) with the Registrar of Companies, they would not to be
allowed to file their other forms except the following forms till the
companies has filed its updated Statutory Annual Accounts/
Annual Return in MCA – 21 system:
Form 32,Form 20BForm 21A,Form DIN 3,Form 21
Form 1AA,Form 62,Form 23AC & ACA
Further implication of default in filing Annual documents:
Directors of theses companies will not be allowed to sign any
document for filing with MCA 21 system
Company Secretaries and Auditors of these companies will also
not be allowed to sign and certify the filing with MCA – 21
system; and it is not clear whether this applies only in respect
of such companies or in respect of their other clients also.
To take action against the defaulting companies in co-
ordination with RBI and SEBI
3. 20/04/201 The Simplified procedure as Effective from April
1 mentioned in the General 20,2011
Circular 16/2011 issued by
Ministry of Corporate Affairs
simpler procedures shall be
adopted for the amalgamation of
Government
Companies under section 396 of
the Companies Act, 1956 as
mentioned in the Circular
4. Cost MCA has issued Notifications containing First Time Industry
Audit Specific Cost Audit Order (instead of Company specific) for
companies covered under 14 industries. Copies of the same
are attached.
The main features of the Orders are as under:
Category -1:
In case of following industries:
o Bulk Drugs
o Formulations
o Fertilizers
o Sugar
o Industrial Alcohol
o Electricity Industry
o Petroleum Industry
o Telecommunications
5. (i) Companies having Net Worth exceeding Rupees Five Crores
(ii) Companies having Turnover exceeding Rupees Twenty Crores
(iii) Companies whose equity or debt securities are listed or in
the process of listing on any stock exchange in or outside India .
Category -2
In case of following industries:
o Cement
o Tyres & Tubes
o Steel Plants
o Steel Tubes and Pipes
o Paper
o Insecticides
Cost Audit is applicable to the following companies:
(i) Companies having Turnover exceeding Rupees One Hundred
Crores
(ii) Companies whose equity or debt securities are listed or in
the process of listing on any stock exchange in or outside India .
10. 07/04/2011 PAN of the existing Indian Applicant is mandatory field in Came into
DIN eform – 1. All the existing DIN holders which have not effect on
furnished their PAN earlier at the time of obtaining DIN, are April 7,
required to furnish their PAN by filing DIN- 4 eform by 31st 2011
May, 2011
6/04/2011 In the Directors’ Relatives (Office or Place of Profit) Rules,
2003, (‘the said rules’), in Rule 3, for the figures “50,000” the
figures “2,50,000” are substituted .
In the said Rules, sub-rule (7) of rule 4, the following rule has
been substituted:
'The selection and appointment of a relative of a director
holding office or place of profit in the company shall be
approved by adopting the same procedure applicable to non-
relatives :
Provided that, in the case of listed public Companies, the
selection of director for holding place of office or profit in the
company shall have to be also approved by a Selection
Committee.
11. EXPLANATION-
For the purpose of this sub-rule, the expression
"Selection Committee" means a committee, the
majority of which shall consist of independent directors
and an expert in the respective field from outside the
company
Provided that in case of unlisted companies,
independent directors are not
necessary but outside experts should be thee in the
Selection Committee:
Provided further that in the case of private companies,
independent directors
and outside experts are not necessary
12. 31/03/201 In the Companies (Particulars of Employees) New rule
1 Rules, 1975 (hereinafter referred as the said applicable
rules), in rule 1A, in respect
of all the
Board
in clause (a), for the words "rupees twenty- four reports
lakhs”, the words " sixty lakh rupees " shall be signed
substituted; after
April. 1,
in clause (b), for the words " rupees two lakhs", 2011
the words "five lakh rupees" shall be substituted. irrespectiv
e of the
In the first proviso to rule 2 of the said rules,- accountin
g year to
for the words “particular of employees of
which
companies” the words “particulars of they
Government Companies and Companies” relate
shall be substituted
b) for the words “rupees twenty- four Lakhs per
financial year or rupees two lakhs per month”, the
words “sixty lakh rupees per financial year or five
lakh rupees per month” shall be substituted
13. 31/03/2011 Filing of Balance Sheet and profit and Loss Applicable for
Account in eXtensible Business Reporting the Financial
Applicable to all companies listed in India and year ending on
their subsidiaries, having a paid up capital of 31st March,
Rs. 5 Crores and above or a Turnover of 2012 other than
Rs. 100 crores or above, excluding banking listed company.
companies, insurance companies, power
companies, Non Banking Financial Companies
(NBFCs) and overseas subsidiaries of these
companies
Ministry of Corporate Affairs (MCA) has come
out with an Exposure Draft on XBRL
taxonomy for Commercial and Industrial
(C&I) entities for filing their Balance Sheet
and Profit and Loss Account visit the site for
details
14. 18/03/2011 With effect from 1st May, 2011, the Power of
powers are delegated to Registrar of granting
Companies for incorporating companies approval
u/s 25 under
section 25
of the Act
is now
delegated
to ROC
from May
1, 2011
15. Words Requirement of Required authorized
Minimum Authorised capital (in Rs.) after
Capital as on the date the proposed
notification from
MCA
Rs. 25 crore
1 Corporation, corp, corpn, corp Rs.5 Crore
2. Rs 5 crore
international, Globe, Global,
World, Overseas, Universe, Rs 1 crore
Universal, Continent,
Continental, Inter Continental,
AsiaticAsia, Asian being the first
3. word of the name Rs2 crore
If any of the words at (2) above is Rs 50 lakhs
used within the name (with or
4.
without brackets
Rs. 2 crore
Hindustan, India, Indo, Indian,
Bharat, Bharatvarsh, Bhartiya or
any other country’s name being Rs 50 Lakhs
first word of the name
16. Sl words Requirement of Required
no Minimum authorized capital
Authorised (in Rs.) after the
Capital as on the notification from
date MCA
5 If any of the words at (4) above is Rs 5 lakhs Rs 25 lakhs
used within the name (with or
without brackets)
6 Industries/ Udyog Rs 1 crore Rs 5 crore
7 Enterprises, Products, Business, Rs 10 Lakhs Rs 50 Lakhs
Manufacturing, Venture.
17. 04/03/ No physical submission of DIN documents Effective
2011 from
The application can also be submitted online from 27th
by the applicant himself using his DSC. March,
2011
Where the DIN 1 is verified by the Practising
professional(CS/CA/ CWA) the DIN will be
approved by the system immediately online
In other cases the DIN cell will examine the
application and same shall be disposed of
within one or two days.
18. 08/02/ The Central Government Shall be applicable
2011 hereby directs that provisions in respect of
of Section 212 shall not apply balance sheet and
in relation to subsidiaries of profit and loss
those companies which fulfill accounts prepared
the prescribed conditions regarding the
mentioned in the said circular financial year
dated 8th February, 2011 ending on or after
issued by Ministry of the 31st March,
Corporate Affairs 2011
19. General The Circular relies on the provisions of the Information
Circular No.
27 /2011 Technology Act 2000 [the IT Act] which is enacted inter
dated May alia toThe Circular defines “electronic mode” to mean
20, 2011 video conferencing facility i.e. audio-visual electronic
communication facility (VCF) employed which enables
all persons participating in that meeting to
communicate concurrently with each other without
intermediary and to participate effectively in the
meeting provide for legal recognition of electronic
records
2 The Circular clarifies that shareholders of a company
may participate in a General Meeting under the
provisions of the Act through electronic mode.
Participation by members through VCF will not be
counted towards quorum
20. For holding General Meeting through electronic mode, a
company shall comply with the following in addition to
compliance required under the Act:
1. Notice of the General Meetings should inform shareholders
regarding availability of participation through VCF and details
for accessing VCF.
2. Chairman of the General Meeting and Secretary shall
assume the following responsibilities i.e.:
a. Safeguarding the integrity of the meeting via video
conferencing;
b. Ensuring proper video conference equipment / facilities;
c. Preparing minutes of the meeting;
21. d. Ensuring that only concerned shareholder or proxy to a
shareholder is attending the meeting through VCF;
e. If a statement of a participant in the meeting via VCF is
interrupted or garbled, the Chairman or Secretary shall
request for a repeat or reiteration, and if need be, the
Chairman or Secretary shall repeat what he heard the
participant was saying for confirmation or correction.
3. In order to provide larger participation and for cost reduction,
listed companies may provide VCF for such meetings in at least 5
places in India. Such places should be top 5 states / union territories
based on maximum number of members or at least 1,000 members,
whichever is more, residing as per the address registered with the
depositories.
4. In order to have secured electronic platform for capturing accurate
electronic voting process, the agencies duly approved by MCA viz.
National Securities Depository Limited, Central Depository Services
(India) Limited should be appointed, subject to such agencies
22. Clarification dated May 23
Sections 108 A to 108 I of the Companies Act will not have any legal force
Circular no 29 of 2011
“ In order to cut timeliness and another step towards “Green Initiative “ all the
certificates and letters issued by the Registrar of Companies shall be issued in electronic
form under the Digital signature after June 30, 2011
23.
24. Sending Annual Reports by Email
i) Allowing service of Documents including Balance Sheets and
Auditors report etc through e-mail addresses :
In order to reduce cost of posting and speedy delivery of
documents, service of documents through electronic mode
has been permitted under section 53 of the Companies Act,
1956 in place of service of document under certificate of
posting.
For this companies have
after fulfilling certain basic conditions being:-
Grant of advance opportunity to members to register and change
their e-mail id with the company from time to time.
Complete display of documents on company website and the
advertisement to such to be issued in Advertisement
In case any member has not registered his mail id, procedure
specified u/s 53 to be followed for sending documents
Physical copies to be made available to members insisting for the
same.
25. Voting in General Meeting of Companies through electronic mode :
In order to have
secured electronic platform for capturing accurate electronic
processes, Central Depository Services (India) Ltd (CDSL) and
National Securities Depositories Limited (NSDL) are being given
approval by the Ministry of Corporate Affairs to provide their
electronic platform for capturing accurate electronic voting in
General meetings of the company
26. Improvements in process in MCA21 to help stakeholders / corporates
1.Introduction of Refund ProcessEarlier there was no process in MCA21
for refund of fees wrongly paid by the stakeholder while availing various
services at MCA 21. Now the Ministry has introduced process of refund
of statutory fees paid for certain services.
The refund of MCA21 fees is available in the following cases:
a)Multiple Payments; b) Incorrect Payments & c) Excess Payment
Refund process is not applicable for certain services/ eForms like Public
Inspection of documents, Request for Certified Copies, Payment for
transfer deeds, Stamp duty fee (D series SRN), IEPF Payment, STP Forms,
DIN eForm, etc.
The refund form is to be filed within the stipulated time period. Also,
there shall be deduction in the amount to be refunded based on time
period within which refund eForm is filed. The following is the time slab
for filing refund form and the corresponding deduction in refund amount:
27. Time within which refund application is made is 0-90 days, the default value
for deduction is 2.5%; for 91-180 days it is 5%; 181- 270 days it is 7.5%; for
271-365 days its 10% ans for more than 365 days its 25% respectively. Filing
of refund form shall not be allowed after expiry of 1095 days of filing of the
original request. For all earlier cases, (i.e. cases filed before introduction of
refund process), the time limit shall be considered from the date on which
the refund process is introduced i.e. from 01/05/2011.
2.Removal of Prioritizing by MCA officers
Earlier while processing a eforms by the MCA , there was a facility available
to officers to mark a work item as urgent to bypass the First in First Out
(FIFO) processing. However, in order to bring in more transparency, this
functionality has been stopped. The work items will be processed in the
order of their filings only.
28. 3.Automatic approval for Form 2, Form 3 regarding return of allotment
of shares, Form 18 for change of registered office and for 32 for change
in directors details to be processed under STP mode (Straight through
processing)
(a)Form 2 and Form 3 have been made as STP (Straight Through
Process) form and are not required to be processed by RoC.
(b)Form 18 filed for existing company for change in registered office
where there is no change in State or RoC has been made as STP form
and is not required to be processed by RoC user.
(c)Similarly Form 32 filed by an existing company for change in directors
has also been made as a STP form.
Now the form is process and taken on record without intervention of
ROC it will save time for approving the form and immediately available
for public inspection.
29. LLP can be appointed as an Auditor
MCA in exercise of its powers under 2(7)(c) of the Companies Act
1956.
vide its notification dated 23rd may,2011 has notified that LLP,
which is a Body Corporate as per the LLP Act 2008, shall not be
treated as Body Corporate, for the purpose of section 226(3)(a) of
the Companies Act 1956,
As section 2(7)(c) empowers, the Central Government to notify,
notify that a Body Corporate, will not be recognized as Body
Corporate for the purpose of the Companies Act 1956.
Section 226 (3) of the Companies Act 1956 provides for the
disqualification for appointment of auditor of a company and as per
clause (a) of this sub section, a body corporate cannot be appointed
as Auditor. The MCA by its aforesaid notification has taken LLP out
of the purview of the Body Corporate under this sub section and
therefore, LLP can be appointed as the Auditor of the company.
30. Thanks
My contact
Res 6528 0976
Mobile No 98209 25640
sureshthakurdesai@yahoo.co.in
