APPENDIX III

CIRCULARS & NOTIFICATIONS ISSUED UNDER THE COMPANIES ACT, 2013

Section 1 of the Companies Act, 2013 - Short title, extent and commencement - Enforcement of certain provisions of Companies Act, 2013

NOTIFICATION ONE

In exercise of the powers conferred by sub-section (3) of section 1 of the Companies Act, 2013 (18 of 2013), the Central Government hereby appoints the 12th day of September, 2013 as the date on which the following provisions of the said Act shall come into force, namely :

Sl. No. Section
1.

Section 2

clause (1);

clauses (3) to (6) (both inclusive);

clauses (8) to (12) (both inclusive);

clauses (14) to (22) (both inclusive);

clauses (24) to (28) (both inclusive);

clause (29) [except sub-clause (iv)];

clause (30);

clauses (32) to (40) (both inclusive);

clauses (43) to (46) (both inclusive);

clauses (49) to (61) (both inclusive);

clauses (63) to (66) (both inclusive);

clause (67) [except sub-clause (ix)];

clauses (68) to (82) (both inclusive);

clause (84);

clause (86);

clause (87) [except the proviso and Explanation (d)];

clauses (88) and (89);

clauses (90) to (95) (both inclusive);

2. Section 19;
3. Section 21;
4. Section 22;
5. Section 23 [except clause (b) of sub-section (1) and sub-section (2)];
6. Section 24;
7. Section 25 [except sub-section (3)];
8. Sections 29 to 32 (both inclusive);
9. Section 33 [except sub-section (3)];
10. Section 34;
11. Section 35 [except clause (e) of sub-section (1)];
12. Sections 36 to 38 (both inclusive);
13. Section 39 [except sub-section (4)];
14. Section 40 [except sub-section (6)];
15. Sections 44 and 45;
16. Sections 49 to 51 (both inclusive);
17. Sections 57 to 60 (both inclusive);
18. Section 65;
19. Section 69;
20. Section 70 [except sub-section (2)];
21. Section 86;
22. Section 91;
23. Section 100 [except sub-section (6)];
24. Section 102;
25. Section 103;
26. Section 104;
27. Section 105 [except the third and fourth proviso of sub-section (1) and sub-section (7)];
28. Section 106;
29. Section 107;
30. Section 111;
31. Section 112;
32. Section 113 [except clause (b) of sub-section (1)];
33. Section 114;
34. Section 116;
35. Section 127;
36. Section 133;
37. Section 161 [except sub-section (2)];
38. Sections 162 and 163;
39. Section 176;
40. Sections 180 to 183 (both inclusive);
41. Section 185;
42. Section 192;
43. Section 194;
44. Section 195;
45. Section 202;
46. Section 379;
47. Sections 382 and 383;
48. Section 386 [except clause (a)];
49. Section 394;
50. Section 405;
51. Sections 407 to 414 (both inclusive);
52. Section 439;
53. Sections 443 to 453 (both inclusive);
54. Sections 456 to 463 (both inclusive);
55. Sections 467 to 470 (both inclusive).

Notification No. SO 2754(E), dated 12-9-2013.

NOTIFICATION TWO

In exercise of the powers conferred by sub-section (3) of section 1 of the Companies Act, 2013 (18 of 2013), the Central Government hereby appoints the 1st day of April, 2014 as the date on which the provisions of section 135 and Schedule VII of the said Act shall come into force. Notification No. F. No. 1/15/2013-CL-V, dated 27-2-2014.

NOTIFICATION THREE

In exercise of the powers conferred by sub-section (3) of section 1 of the Companies Act, 2013 (18 of 2013), the Central Government hereby appoints the 1st day of April, 2014 as the date on which the following provisions of the said Act shall come into force, namely:

Sl. No. Sections
1 Section 2
2 clause (2);
3 clause (7);
4 clause (13);
5 clause (31);
6 clause (41);
7 clause (42);
8 clause (47) and clause (48);
9 clause (62);
10 clause (83);
11 clause (85);
12 Explanation (d) of clause (87);
13 Sections 3 to 6 (both inclusive);
14 Section 7 [except sub-section (7)];
15 Section 8 [except sub-section (9)];
16 Sections 9 to 13 (both inclusive);
17 Section 14 [except second proviso to sub-section (1) and sub-section (2)];
18 Sections 15 to 18 (both inclusive);
19 Section 20;
20 clause (b) of sub-section (1) and sub-section (2) of section 23;
21 sub-section (3) of section 25;
22 Sections 26 to 28 (both inclusive);
23 Sub-section (3) of section 33;
24 Clause (e) of sub-section (1) of section 35;
25 Sub-section (4) of section 39;
26 Sub-section (6) of section 40;
27 Sections 41 and 42 (both inclusive);
28 Section 43;
29 Sections 46 and 47 (both inclusive);
30 Sections 52 to 54 (both inclusive);
31 Section 55 except sub-section (3);
32 Section 56;
33 Section 61 [except proviso to clause (b) of sub-section (1)];
34 Section 62 [except sub-sections (4) to (6)];
35 Sections 63 and 64 (both inclusive);
36 Sections 67 and 68 (both inclusive);
37 Sub-section (2) of section 70;
38 Section 71 [except sub-sections (9) to (11)];
39 Section 72;
40 Section 73;
41 Sub-section (1) of section 74;
42 Section 76;
43 Sections 77 to 85 (both inclusive);
44 Sections 87 to 90 (both inclusive);
45 Sections 92 to 96 (both inclusive);
46 Sub-section (6) of section 100;
47 Section 101;
48 Third and Fourth proviso to sub-section (1) and sub-section (7) of section 105;
49 Sections 108 to 110 (both inclusive);
50 Clause (b) of sub-section (1) of section 113;
51 Section 115;
52 Sections 117 and 118 (both inclusive);
53 Section 119 [except sub-section (4)];
54 Sections 120 to 122 (both inclusive);
55 Section 123;
56 Section 126;
57 Sections 128 and 129 (both inclusive);
58 Section 134;
59 Sections 136 to 139 (both inclusive);
60 Section 140 [except second proviso to sub-section (4) and sub-section (5)];
61 Sections 141 to 160 (both inclusive);
62 Sub-section (2) of section 161;
63 Sections 164 to 168 (both inclusive);
64 Section 169 except sub-section (4);
65 Sections 170 to 172 (both inclusive);
66 Sections 173 to 175 (both inclusive);
67 Sections 177 to 179 (both inclusive);
68 Section 184;
69 Sections 186 to 191 (both inclusive);
70 Section 193;
71 Sections 196 to 201 (both inclusive);
72 Sections 203 to 205 (both inclusive);
73 Sections 206 to 209 (both inclusive);
74 Section 210;
75 Section 211;
76 Section 212, [except references of sub-section (10) of section 66, sub-section (5) of section 140, section 213, sub-section (1) of section 251 and sub-section (3) of section 339 made in sub-section (6) and also sub-sections (8) to (10)];
77 Sections 214 and 215;
78 Section 216 [except sub-section (2)];
79 Section 217;
80 Sections 219 and 220 (both inclusive);
81 Section 223;
82 Section 224 [except sub-sections (2) and (5)];
83 Section 225;
84 Sections 228 and 229 (both inclusive);
85 Sections 366 to 369 (both inclusive);
86 Section 370 (except the proviso);
87 Section 371;
88 Section 374;
89 Sections 380 and 381 (both inclusive);
90 Sections 384 and 385 (both inclusive);
91 Clause (a) of section 386;
92 Sections 387 to 390 (both inclusive);
93 Sub-section (1) of section 391;
94 Sections 392 and 393 (both inclusive);
95 Section 395;
96 Sections 396 to 398 (both inclusive);
97 Section 399 [except reference of word Tribunal in sub-section (2)];
98 Sections 400 to 404 (both inclusive);
99 Section 406;
100 Section 442;
101 Sections 454 and 455 (both inclusive);
102 Section 464;
103 Schedule -I;
104 Schedule - II;
105 Schedule - III;
106 Schedule - IV;
107 Schedule - V;
108 Schedule - VI.

Notification S.O. 902(E) [F. No. 1/15/2013-CL.V], dated 26-3-2014.

NOTIFICATION FOUR

In exercise of the powers conferred by sub-section (3) of section 1 of the Companies Act, 2013 (18 of 2013), the Central Government hereby appoints the 6th day of June, 2014 as the date on which the provisions of sub-sections (2) and (3) of section 74 of the said Act shall come into force.

Notification No. SO 1459(E) [F.No.1/8/2013-CL-V], dated 6-6-2014.

CLARIFICATION ONE

The Companies Act, 2013 received the assent of the President on 29th August, 2013 and was notified in the Gazette of India on 30th August, 2013. Towards the proper implementation of the Companies Act, 2013, first tranche of Draft Rules on 16 Chapters have been placed on the website of the Ministry on 9-9-2013 for inviting comments and objections/suggestions from the general public/stakeholders. Of the 16 Chapters, only 13 Chapters require specifying of Forms referred to in those Chapters. The draft Forms shall be placed on the website shortly.

2. Ministry of Corporate Affairs has also notified 98 sections for implementation of the provisions of the Companies Act, 2013 (the "said Act") on 12-9-2013. Certain difficulties have been expressed by the stakeholders in the implementation of following provisions of the said Act. With a view to facilitate proper administration of the said Act, it is clarified that -

(i)  Sub-section (68) of section 2 : Registrar of Companies may register those Memorandum and Articles of Association received till 11-9-2013 as per the definition clause of the 'private company' under the Companies Act, 1956 without referring to the definition of 'private company' under the "said Act".
(ii)  Section 102 : All companies which have issued notices of general meeting on or after 12-9-2013, the statement to be annexed to the notice shall comply with additional requirements as prescribed in section 102 of the "said Act".
(iii)  Section 133 : Till the Standards of Accounting or any addendum thereto are prescribed by Central Government in consultation and recommendation of the National Financial Reporting Authority, the existing Accounting Standards notified under the Companies Act, 1956 shall continue to apply.
(iv)  Section 180 : In respect of requirements of special resolution under section 180 of the "said Act" as against ordinary resolution required by the Companies Act, 1956, if notice for any such general meeting was issued prior to 12-9-2013, then such resolution may be passed in accordance with the requirement of the Companies Act, 1956.

3. This issues with the approval of competent authorityGeneral Circular No. 15/2013 [F. No. 01/12/2013-CL-V], dated 13-9-2013.

CLARIFICATION TWO

This Ministry had issued a notification on 12-9-2013 bringing into force to 98 sections or part thereof of the Companies Act, 2013. The said notification is available on the Ministry's website. This Ministry has been receiving requests for clarification as to whether the provisions of the Companies Act, 1956 corresponding to such 98 sections would continue to apply or not.

It is hereby clarified that with effect from 12-9-2013, the relevant provisions of the Companies Act, 1956, which correspond to provisions of 98 sections of the Companies Act, 2013 brought into force on 12-9-2013, cease to have effect from that date.

This issues with the approval of competent authorityCircular No. 16/2013, dated 18-9-2013.

CLARIFICATION THREE

This Ministry has received number of representations consequent upon notifying section 185 of the Companies Act, 2013 dealing with loans to directors which is corresponding to section 295 of the Companies Act, 1956.

Section 186 of the Companies Act, 2013 is yet to be notified.

It is clarified that section 372A of the Companies Act, 1956 dealing with inter-corporate loans continue to remain in force till section 186 of the Companies Act, 2013 is notifiedThis issues with the approval of competent authority - Circular No. 18/2013 [No. 17/202/2013-CL-V], dated 19-11-2013.

CLARIFICATION FOUR

A number of provisions of the Companies Act, 2013 including those relating to maintenance of books of account, preparation, adoption & filing of financial statements (and documents required to be attached thereto), Auditors reports and the Board of Directors report (Board's report) have been brought into force with effect from 1st April, 2014. Provisions of Schedule II (Useful lives to compute depreciation) and Schedule III (Format of financial statements) have also been brought into force from that date. The relevant Rules pertaining to these provisions have also been notified, placed on the website of the Ministry and have come into force from the same date.

The Ministry has received requests for clarification with regard to the relevant financial year with effect from which such provisions of the new Act relating to maintenance of books of account, preparation, adoption and filing of financial statements (and attachments thereto), auditors report and Board's report will be applicable.

Although the position in this behalf is quite clear, to make things absolutely clear it is hereby notified that the financial statements (and documents required to be attached thereto), auditors report and Board's report in respect of financial years that commenced earlier than 1st April, 2014 shall be governed by the relevant provisions/Schedules/rules of the Companies Act, 1956 and that in respect of financial years commencing on or after 1st April, 2014, the provisions of the new Act shall apply.General Circular No. 8/2014 [No. 1/19/2013-CL-V], dated 4-4-2014.

Section 2(76) of the Companies Act, 2013 - Related Party -Companies (First) (Removal of Difficulties) Order, 2014

WHEREAS the Companies Act, 2013 (18 of 2013) (hereinafter referred to as the said Act) received the assent of the President on 29th August, 2013 and section 1 thereof came into force on the same date;

AND WHEREAS clause (76) of section 2 of the Act define the term 'related party' has commenced on 12th September, 2013.

AND WHEREAS in sub-clause (v) of clause (76) provides for that a public company in which a director or manager is a director or holds along with his relatives, more than two per cent of its paid up share capital shall be related party.

AND WHEREAS difficulties have arisen regarding compliance with the provision.

NOW, THEREFORE, in exercise of the powers conferred by sub-section (1) of section 470 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following Order to remove the abovesaid difficulties, namely :

Short title and commencement

1. (1) This Order may be called the Companies 1st (Removal of Difficulties) Order, 2014.

(2) It shall come into force on the date of its publication in the Official Gazette.

2. It is hereby clarified that a public company in which a director or manager is a director and holds along with his relatives, more than two per cent of its paid up share capital shall be related party - Circular No. [F.No. 1/15/2013-CL-V].

Section 2(87) of the Companies Act, 2013 - Subsidiary Company - Holding of Shares or Exercising Power in a Fiduciary Capacity

This Ministry has received a number of representations consequent upon notifying section 2(87) of the Companies Act, 2013 which defines "subsidiary company" or "subsidiary". The stakeholders have requested this Ministry to clarify whether shares held or power exercisable by a company in a 'fiduciary capacity' will be excluded while determining if a particular company is a subsidiary of another company. The stakeholders have further pointed out that in terms of section 4(3) of the Companies Act, 1956, such shares or powers were excluded from the purview of holding-subsidiary relationship.

2. The matter has been examined in the Ministry and it is hereby clarified that the shares held by a company or power exercisable by it in another company in a 'fiduciary capacity' shall not be counted for the purpose of determining the holding-subsidiary relationship in terms of the provision of section 2(87) of the Companies Act, 2013.

3. This issues with the approval of competent authority.General Circular No. 20/2013 [No. 1/12/2013-CL-V], dated 27-12-2013.

Section 3 of the Companies Act, 2013 - Company - Formation of - Whether HUF/Its Karta can become Partner/Designated Partner (DP) in LLP

It has come to the notice of the Ministry that some Hindu Undivided Families (HUFs)/Kartas of such families are applying to become partner/Designated partner (DP) in LLPs and a question has arisen whether a 'HUF' or a karta can be allowed to do so. The matter has been examined in consultation with Ministry of Law.

2. As per section 5 of LLP Act, 2008 only an individual or body corporate may be a partner in a Limited Liability Partnership. A HUF cannot be treated as a body corporate for the purposes of LLP Act, 2008. Therefore, a HUF or its karta cannot become designated partner in LLP.

3. This issues with the approval of Secretary, MCA.General Circular No. 13/2013 [F.No. 1/13/2012-CL-V], dated 29-7-2013.

Section 4 of the Companies Act, 2013 - Memorandum - Name of company - Use of word 'National' in the names of Companies or Limited Liability Partnerships (LLPs)

It has come to the knowledge of this Ministry that Companies/Limited Liability Partnerships are being registered with the word 'National' in their names. It is being intimated that no company should be allowed to be registered with the word 'National' as part of its title unless it is a government company and the Central/State Government(s) has a stake in it. This should be stringently enforced by all Registrar of Companies (ROCs) while registering companies. Similarly, the word 'Bank' may be allowed in the name of an entity only when such entity produces a 'No Objection Certificate' from the RBI in this regard. By the same analogy the word "Stock Exchange" or "Exchange" should be allowed in name of a company only where 'No Objection Certificate' from SEBI in this regard is produced by the Promoters.Circular No. 2/2014 [F.No. 2/2/2014-CL-V], dated 11-2-2014.

Section 8 of the Companies Act, 2013 - Charitable Companies - Electoral Trust - Exemption From Operation of Section 182

In exercise of the powers conferred by sub-section (6) of section 25 of the Companies Act, 1956 (1 of 1956) (hereinafter referred to as the said Act), the Central Government hereby directs that the companies incorporated with the name containing the expression "electoral trust" and approved in accordance with the procedure laid down in the Electoral Trusts Scheme, 2013, notified vide number S.O. 309(E), dated 31st January, 2013, and to which licence is granted under section 25 of the said Act, shall be exempt from the provisions of clause (b) of sub-section (1) and sub-section (2) of section 293A of the said Act which has since been replaced by sub-section (1) of section 182 of the Companies Act, 2013 (18 of 2013) and notified vide number S.O. 2754(E) dated 12th September, 2013.Notification No. SO 3396(E) [F.No. 17/27/2013-CL-V], dated 7-11-2013.

Section 24 of the Companies Act, 2013 - SEBI, powers of, to regulate Issue and Transfer of Securities, etc. - Companies (Removal of Difficulties) Order, 2013

WHEREAS the Companies Act, 2013 (18 of 2013) (hereinafter referred to as the said Act) received the assent of the President on 29th August, 2013 and section 1 thereof came into force on the same date;

AND WHEREAS the provisions contained in section 24, section 58 and section 59 of the said Act have come into force on the 12th day of September, 2013;

AND WHEREAS section 24 provides for exercise of certain powers regarding prospectus, return of allotment, redemption of preference shares and other matters specifically provided in the said Act by the Central Government, Tribunal or the Registrar;

AND WHEREAS section 58 and section 59 of the said Act provide for certain powers of the Tribunal which deal with hearing of an appeal against the refusal of registration or rectification of name of members in the register of members of a company respectively;

AND WHEREAS the Constitution of the Tribunal after following the procedure specified under Chapter XXVII of the said Act is likely to take sometime;

AND WHEREAS the provisions of section 55A, section 111 and section 111A of the Companies Act, 1956 (1 of 1956) which correspond to section 24, section 58 and section 59 of the said Act confer abovesaid powers on the Company Law Board constituted under the Companies Act, 1956;

AND WHEREAS difficulties have arisen regarding compliance with the provisions of section 24, section 58 and section 59 of the said Act in so far as they relate to exercise of certain powers by the Tribunal during the period it is duly constituted under the said Act;

NOW, THEREFORE, in exercise of the powers conferred by sub-section (1) of section 470 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following Order to remove the abovesaid difficulties, namely:

Short title and commencement.

1. (1) This Order may be called the Companies (Removal of Difficulties) Order, 2013.

(2) It shall come into force on the date of its publication in the Official Gazette.

Continuance of matters, proceedings or cases before the Company Law Board until their transfer to the Tribunal under section 434.

2. It is hereby clarified that until a date is notified by the Central Government under sub-section (1) of section 434 of the Companies Act, 2013 (18 of 2013) for transfer of all matters, proceedings or cases to the Tribunal constituted under Chapter XXVII of the said Act, the Board of Company Law Administration shall exercise the powers of the Tribunal under sections 24, 58 and section 59 in pursuance of the second proviso to sub-section (1) of section 465 of the said Act.Order No. SO 2821(E) [F.No. 1/15/2013-CL-V], dated 20-9-2013.

Section 92 of the Companies Act, 2013 - Annual Return - Companies (Second) (Removal of Difficulties) Order, 2014

Whereas the Companies Act, 2013 (18 of 2013) (hereinafter referred to as the said Act) received the assent of the President on 29th August, 2013 and section 1 thereof came into force on the same date;

And whereas certain sections of the Act were brought into force with effect from 12th September, 2013 and certain other sections have been brought into force with effect from 1st April, 2014;

And whereas section 92 of the Act, which provides for preparation, certification and filing etc. of annual return by companies, has come into force on the 1st day of April, 2014;

And whereas sub-section (2) of section 92 of the Act provides for certification of annual returns of listed companies and companies having prescribed paid-up capital and turnover;

And whereas difficulties have arisen regarding compliance with the provision of the said sub-section (2) of section 92 with regard to certification of annual returns for companies having prescribed paid-up capital or prescribed turnover;

Now, therefore, in exercise of the powers conferred by sub-section (1) of section 470 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following Order to remove the abovesaid difficulties, namely :

Short title and commencement.

1. (1) This Order may be called the Companies 2nd (Removal of Difficulties) Order, 2014.

(2) It shall come into force on the date of its publication in the Official Gazette.

Certification of Annual Return of certain companies.

2. It is hereby clarified that the annual return, filed by a listed company or, by a company having such paid-up capital or turnover as may be prescribed in the rules under sub-section (2) of section 92, shall be certified by a company secretary in practice in the prescribed form, stating that the annual return discloses the facts correctly and adequately and that the company has complied with all the provisions of this Act. - Circular No. [F. No. 1/15/2013-CL-V]

Section 180 of the Companies Act, 2013 - Directors - Restrictions on powers of - Effect of resolution passed under section 293 of the 1956 Act prior to 12-9-2013 with reference to borrowings

This Ministry has received many representations regarding various difficulties arising out of implementation of section 180 of the Companies Act, 2013 with reference to borrowings and/or creation of security, based on the basis of ordinary resolution. The matter has been examined in the Ministry and it is hereby clarified that the resolution passed under section 293 of the Companies Act, 1956 prior to 12-9-2013 with reference to borrowings (subject to the limits prescribed) and/or creation of security on assets of the company will be regarded as sufficient compliance of the requirements of section 180 of the Companies Act, 2013 for a period of one year from the date of notification of section 180 of the Act.General Cir-cular No. 4/2014, dated 25-3-2014.

Section 182 of the Companies Act, 2013 - Political Contributions, Prohibitions and Restrictions Regarding - Electoral Trust, Contributions to

Ministry has received representations seeking clarification on disclosures to be made under section 182 of the Companies Act, 2013. The same have been examined. With the coming into force of the scheme relating to 'Electoral Trust Companies' in terms of section 2(22AA) of the Income-tax Act, 1961 read with Ministry of Finance Notification No. S.O. 309(E), dated 31-1-2013 it will be expedient to explain the requirements of disclosure on part of a company of any amount or amounts contributed by it to any political parties under section 182(3) of the Companies Act, 2013.

It is hereby clarified as under :

(i)  Companies contributing any amount or amounts to an 'Electoral Trust Company' for contributing to a political party or parties are not required to make disclosures required under section 182(3) of Companies Act, 2013. It will suffice if the accounts of the company disclose the amount released to an Electoral Trust Company.
(ii)  Companies contributing any amount or amounts directly to a political party or parties will be required to make the disclosures laid down in section 182(3) of the Companies Act, 2013.
(iii)  Electoral Trust Companies will be required to disclose all amounts received by them from other companies/sources in their books of account and also disclose the amount or amounts contributed by them to a political party or parties as required by section 182(3) of Companies Act, 2013.

This issues with the approval of competent authority.Circular No. 19/2013 [No. 17/27/2013-CL-V], dated 10-12-2013.

Section 185 of the Companies Act, 2013 - Directors, Loans to - Section 372A of the 1956 Act vis-a-vis Section 185 of the 2013 Act

This Ministry has received number of representations on the applicability of section 185 of the Companies Act, 2013 with reference to loans made, guarantee given or security provided under section 372A of the Companies Act, 1956. The issue has been examined with reference to applicability of section 372A of the Companies Act, 1956 vis-a-vis section 185 of the Companies Act, 2013. Section 372A of the Companies Act, 1956, specifically exempts any loans made, any guarantee given or security provided or any investment made by a holding company to its wholly owned subsidiary. Whereas, section 185 of the Companies Act, 2013 prohibits guarantee given or any security provided by a holding company in respect of any loan taken by its subsidiary company except in the ordinary course of business.

2. In order to maintain harmony with regard to applicability of section 372A of the Companies Act, 1956 till the same is repealed and section 185 of the Companies Act, 2013 is notified, it is hereby clarified that any guarantee given or security provided by a holding company in respect of loans made by a bank or financial institution to its subsidiary company, exemption as provided in clause (d) of sub-section (8) of section 372A of the Companies Act, 1956 shall be applicable till section 186 of the Companies Act, 2013 is notified. This clarification will, however, be applicable to cases where loans so obtained are exclusively utilized by the subsidiary for its principal business activities.General Circular No. 3/2014 [No.1/12/2013-CL.V], dated 14-2-2014.

Section 230 of the Companies Act, 2013 - Compromise or arrangements - Report under section 394A of the 1956 Act - Taking Accounts of Comments/Inputs from Income-tax Department and other Sectoral Regulators While Filing Reports by RDs

Section 394A of the Companies Act, 1956 requires service of a notice on the Central Government wherever casesinvolving arrangement/compromise (under section 391) or reconstruction/amalgamation (under section 394) come up before the Court of competent jurisdiction. As the powers of the Central Government have been delegated to the Regional Directors (RDs) who also file representations on behalf of the Government wherever necessary.

2. It is to be noted that the said provisions is in addition to the requirement of the report to be received respectively from the Registrar of Companies and the Official Liquidator under the first and second provisos to section 394(1). A joint reading of sections 394 and 394A makes it clear that the duties to be performed by the Registrar and Official Liquidator under section 394 and of the Regional Director concerned acting on behalf of the Central Government under section 394A are quite different.

3. An instance has recently come to light wherein a Regional Director did not project the objections of the Income Tax Department in a case under section 394. The matter has been examined and it is decided that while responding to notices on behalf of the Central Government under section 394A, the Regional Director concerned shall invite specific comments from Income Tax Department within 15 days of receipt of notice before filing his response to the Court. If no response from the Income Tax Department is forthcoming, it may be presumed that the Income Tax Department has no objection to the action proposed under section 391 or 394 as the case may be. The Regional Directors must also see if in a particular case feedback from any other sectoral Regulator is to be obtained and if it appears necessary for him to obtain such feedback, it will also be dealt with in a like manner.

4. It is also emphasized that it is not for the Regional Director to decide correctness or otherwise of the objections/views of the Income tax Department or other Regulators. While ordinarily such views should be projected by the Regional Director in his representation, if there are compelling reasons for doubting the correctness of such views, the Regional Director must make a reference to this Ministry for taking up the matter with the Ministry concerned before filing the representation under section 394A.

5. This Circular is effective from the date of issue.General Circular No. 1/2014 [F.No. 2/1/2014], dated 15-1-2014.

Section 434 of the Companies Act, 2013 - Company Law Board - Transfer of certain pending proceedings - Company Law Board, Constitution of

The Companies Act, 2013 received the assent of the President of India on 29-8-2013 and was notified in the Gazette of India on 30-8-2013. Towards its implementation, 98 sections of the Companies Act, 2013 have come into force w.e.f. 12-9-2013. Sections 58 & 59 of the Companies Act, 2013, which came into force w.e.f. 12-9-2013, are the corresponding sections to sections 111 & 111A of the Companies Act, 1956. After implementations of the sections 58 & 59 of the Companies Act, 2013, sections 111 & 111A of the Companies Act, 1956 ceased to have effect from 12-9-2013.

2. In this respect, Ministry of Corporate Affairs, in exercise of the powers conferred by sub-section (1) of section 470 of the Companies Act, 2013, has issued an order dated 20-9-2013, clarifying that until a date is notified by the Central Government under sub-section (1) of section 434 of the Companies Act, 2013 (18 of 2013) for transfer of all matters, proceedings or cases to the Tribunal constituted under Chapter XXVII of the said Act, the Board of Company Law Administration shall exercise the powers of the Tribunal under sections 24, 58 and section 59 in pursuance of the second proviso to sub-section (1) of section 465 of the said Act.

3. Therefore, in exercise of the powers conferred by sub-section (4B) of section 10E of the Companies Act, 1956 (1 of 1956) read with Regulation 4 of the Company Law Board Regulations, 1991 and in supersession of all earlier orders, the Board hereby constitutes the following Benches for the purpose of exercising and discharging the Board's powers and functions in the manner specified below:

(a)  Matters filed before the Principal Bench before 31st March, 2008 and pending in the following Benches shall be dealt with by any one of the following:
  NEW DELHI BENCH
  1. Justice Shri Dilip Raosaheb Deshmukh, Chairman.
  2. Shri B. S. V. Prakash Kumar, Member (Judicial).
  3. Shri Dhan Raj, Member (Technical).
  KOLKATA BENCH
  1. Justice Shri Dilip Raosaheb Deshmukh, Chairman.
  2. Shri Amalesh Bandopadhyay, Member (Technical).
  MUMBAI BENCH
  1. Justice Shri Dilip Raosaheb Deshmukh, Chairman.
  2. Shri A. K. Tripathi, Member (Judicial).
  CHENNAI BENCH
  1. Justice Shri Dilip Raosaheb Deshmukh, Chairman.
  2. Shri Kanthi Narahari, Member (Judicial).
(b)  Matters pending before the Additional Principal Bench as on 31st March, 2008 shall be dealt with by the Chennai Bench consisting of any one of the following:
(a)  Justice Shri Dilip Raosaheb Deshmukh, Chairman.
(b)  Shri Kanthi Narahari, Member (Judicial).
(c)  The Constitution of the Benches shall be as under:
  PRINCIPAL BENCH
(1)  All matters relating to sections 250, 269 and 388B of the Companies Act, 1956 shall be dealt in the Principal Bench at New Delhi by Justice Shri Dilip Raosaheb Deshmukh, Chairman.
  NEW DELHI BENCH
(2)  Matters relating to sections 111 and/or 111A (received and registered in CLB up to 11-9-2013), sections 235, 237B, 247, 284, 304, 307, 614 and all matters arising under Chapter VI (Prevention of Oppression and Mismanagement) of the Companies Act, 1956 and sections 24, 58 and 59 (petitions received and registered in CLB on or after 12-9-2013) of the Companies Act, 2013 falling within the State of Delhi, Haryana, Rajasthan, Uttarakhand, Jammu & Kashmir, Uttar Pradesh, Punjab, Himachal Pradesh and Union Territory of Chandigarh shall be dealt by the New Delhi Bench consisting of any one of the following:
(a)  Justice Shri Dilip Raosaheb Deshmukh, Chairman.
(b)  Shri B. S.V. Prakash Kumar, Member (Judicial).
(c)  Shri Dhan Raj, Member (Technical).
(3)  All Matters relating to sections 43, 49, 58A, 58AA, 79, 80A, 113,117B, 117C, 118,144,163,167,186,196, 219, 225, 614 and 621A of the Companies Act, 1956 and section 45QA of the R.B.I. Act, 1934 falling within the jurisdiction of the New Delhi Bench shall be dealt by the New Delhi Bench consisting of any one of the following:
(a)  Justice Shri Dilip Raosaheb Deshmukh, Chairman.
(b)  Shri Dhan Raj, Member (Technical).
  KOLKATA BENCH
(4)  Matters falling under sections 43, 49, 58A, 58AA, 79, 80A, 111 and/or 111A (petitions received and registered in CLB up to 11-9-2013), 113, 117,117C, 118,144,163,167,186,196, 219, 225, 235, 237B, 247, 284, 304, 307, 614, 621A and all matters arising under Chapter VI (Prevention of Oppression and Mismanagement) of the Companies Act, 1956, section 45QA of the R.B.I. Act, 1934 and sections 24, 58 and 59 (petitions received and registered in CLB on or after 12-9-2013) of the Companies Act, 2013 falling within the jurisdiction of the Kolkata Bench shall be dealt by the Kolkata Bench consisting of any one of the following:
(a)  Justice Shri Dilip Raosaheb Deshmukh, Chairman.
(b)  Shri Amalesh Bandopadhyay, Member (Technical).
  MUMBAI BENCH
(5)  Matters falling under sections 43, 49, 58A, 58AA, 79, 80A, 111 and/or 111A (petitions received and registered in CLB up to 11-9-2013), 113, 117, 117C, 118, 144, 163, 167, 186, 196, 219, 225, 235, 237B, 247, 284, 304, 307, 614, 621A and all matters arising under Chapter VI (Prevention of Oppression and Mismanagement) of the Companies Act, 1956, section 45QA of the R.B.I. Act, 1934 and sections 24, 58 and 59 (petitions received and registered in CLB on or after 12-9-2013) of the Companies Act, 2013 falling within the jurisdiction of the Mumbai Bench shall be dealt by the Mumbai Bench consisting of any one of the following:
(a)  Justice Shri Dilip Raosaheb Deshmukh, Chairman.
(b)  Shri Ashok Kumar Tripathi, Member (Judicial).
  CHENNAI BENCH
(6)  Matters falling under sections 43, 49, 58A, 58AA, 79, 80A, 111 and/or 111A (petitions received and registered in CLB up to 11-9-2013), 113, 117, 117C, 118, 144, 163, 167, 186, 196, 219, 225, 235, 237B, 247, 284, 304, 307, 614, 621A and all matters arising under Chapter VI (Prevention of Oppression and Mismanagement) of the Companies Act, 1956, section 45QA of the R.B.I. Act, 1934 and sections 24, 58 and 59 (petitions received and registered in CLB on or after 12-9-2013) of the Companies Act, 2013 falling within the jurisdiction of the Chennai Bench shall be dealt by the Chennai Bench consisting of any one of the following:
(a)  Justice Shri Dilip Raosaheb Deshmukh, Chairman.
(b)  Shri Kanthi Narahari, Member (Judicial).

4. This Order shall come into force w.e.f. 25-9-2013.Order [File No. 10/43/2005-CLB], dated 25-9-2013.

Miscellaneous - Nomenclature of various forms prescribed under the provisions of Companies Act, 2013 being notified

In order to facilitate easy understanding of the e-forms being rolled out under the provisions of Companies Act, 2013 and Rules made thereunder, the stakeholders are hereby informed that unlike numbering of various forms under the Companies Act, 1956, forms under the new Act are mandatorily numbered alpha-numeric. Initial of forms is to be started with alphabet of two or three letters based on the subject of the Chapter, followed by serial number of the form. This will define the nature of the forms and would be easy to recognise.

There are total 29 chapters under the Companies Act, 2013. Chapters I and XXIII have been notified but no form is prescribed under these chapters.

Following table is the summary of chapter-wise nomenclature of forms

Sl. No. Chapter No. Particulars of chapter Form No. start with Remarks
01 II INCORPORATION OF COMPANY AND MATTERS INCIDENTAL THERETO INC
02 III PROSPECTUS AND ALLOTMENT OF SECURITIES PAS
03 IV SHARE CAPITAL AND DEBENTURES SH
04 V ACCEPTANCE OF DEPOSIT BY COMPANIES DPT
05 VI CHARGES CHG
06 VII MANAGEMENT AND ADMINISTRATION MGT
07 VIII DECLARATION ANY PAYMENT OF DIVIDEND DIV
08 IX ACCOUNTS OF COMPANIES AOC
09 X AUDIT AND AUDITORS ADT
10 XI APPOINTMENT AND QUALIFICATIONS OF DIRECTORS DIR
11 XII MEETINGS OF BOARD AND ITS POWERS MBP
12 XIII APPOINTMENT AND REMUNERATION OF PERSONNEL MR
13 XXI COMPANIES AUTHORISED TO REGISTER UNDER THIS ACT URC
14 XXII COMPANIES INCORPORATED OUTSIDE INDIA FC
15 XXIV REGISTRATION OFFICES AND FEES GNL
16 XXVI NIDHIS NDH
17 XXVIII SPECIAL COURT MAC
18 XXIX MEMORANDUM OF APPEAL ADJ
19 XXIX MISCELLANEOUS MSC

The stakeholders are further informed that a separate roll out plan of chapter-wise e-forms will be available on the website on or before 31-3-2014. For further details please visit Ministry website www.mca.gov.in.

Miscellaneous - Online payment of stamp duty and court fee stamp for issue of certified copies

The Ministry has reviewed the process of issue of certified copies of the documents filed with the Registrar of Companies. As per the existing process, in case a User applies for the certified true copy of any document, he needs to pay MCA fee online at MCA portal. The fee is computed based on the number of documents required.

2. Once the selection of documents is done and the requisite MCA fee is paid, the Stakeholder is required to approach the jurisdictional ROC along with the application and the acknowledgement of the fee paid. The application needs to be filed along with Stamp Papers of requisite value and the Court Fee stamp attached to the same. The amount of Stamp Duty as well as Court Fee varies from State to State. On receipt of the application, the respective ROC affix the certified documents on the Stamp paper and returns the same to the Stakeholder (Applicant) duly certified.

3. With a view to identify and improve the component causing delay in issue of certified copy the Ministry has enabled payment of Stamp Duty as well as Court Fee online through MCA portal. This would enable the respective ROCs to send the certified documents without awaiting for physical stamp papers and any formal application (with Court Fee Stamp) in this regard.

4. Amount of Court Fee shall be added to the MCA fee calculated by the system for getting Certified Copies. This would be based on the State in which the registered office of the company is situated. Court Fee would be added per SRN irrespective of number of documents applied for.

5. Stamp duty for obtaining certified true copy would also be paid electronically through the system as per the existing process. The Stamp Duty would be calculated based on document, number of copies requested and the State wherein the registered office of the company is situated. Separate SRN will be generated for payment of Stamp Duty.

6. After the application is completely processed; an acknowledgement for stamp duty payment shall be generated separately. The same to be appended to the certified copy of the document. The certified copy of the documents requested shall be sent to the stakeholder by the jurisdictional Registrar of Companies within 15 days by post. The Copies would be sent at the address of applicant mentioned in the challan.

7. The Registrar of company shall ensure that the corresponding amount of court fee stamp is pasted against the record of despatch of certified copy or the print out of the challan for payment of MCA fee. The court fee stamp paid by ROC will be booked as Office expenses.

8. The Circular shall be effective from 31-3-2014. - General Circular No. 05/2014, dated 28-3-2014

Miscellaneous - Roll out plan of various forms under the Companies Act, 2013 and continuance of forms under the provisions of Companies Act, 1956

I am directed to inform that this Ministry has notified 183 additional sections in addition to 99 sections earlier notified under the provisions of Companies Act, 2013. In this regard a Notification related to commencement of Companies Act, 2013 has been issued on 25-3-2014 which is available on the website of the Ministry.

2. In order to facilitate the completion of notified sections this Ministry has planned a staggered roll out of various forms. It has been decided to waive fees for all event based filing whose due date falls between 1-4-2014 to 30-4-2014. For the same, a separate Circular is being issued by the Policy Cell of this Ministry.

3. From 1-4-2014 to 14-4-2014 except existing e-forms mentioned in Table "A" no other e-forms will be available for filing. Other Front office portal services will continue. From 1-4-2014 to 13-4-2014 the period will be used for clearing pending e-forms already filed under the provisions of Companies Act, 1956.

TABLE "A"

S. No. Old form Purpose of form
1 66 Form for submission of compliance certificate with the Registrar
2 14 LLP Form for intimating to Registrar of Companies of conversion of the company into Limited Liability Partnership (LLP).
3 20B Form for filing annual return by a company having a share capital with the Registrar
4 21A Particulars of annual return for the company not having share capital
5 23AC Form for filing balance sheet and other documents with the Registrar
6 23ACA Form for filing Profit and Loss account and other documents with the Registrar
7 23ACA-XBRL Form for filing XBRL document in respect of Profit and Loss account and other documents with the Registrar
8 23AC-XBRL Form for filing XBRL document in respect of balance sheet and other documents with the Registrar
9 23C Form of application to the Central Government for appointment of cost auditor
10 23D Form for Information by Cost Auditor to Central Government
11 35A Information to be furnished in relation to any offer of a scheme or contract involving the transfer of shares or any class of shares in the transferor company to the transferee company
12 A-XBRL Form for filing XBRL document in respect of compliance report and other documents with the Central Government
13 FTE Application for striking off the name of company under the Fast Track Exit (FTE) Mode
14 I-XBRL Form for filing XBRL document in respect of cost audit report and other documents with the Central Government
15 5-INV Transfer unpaid dividend amount to IEPF
16 21 Order of the court/authority till 14-4-2014

4. In addition to above, e-forms mentioned in Table "B" will also be available for filing

TABLE "B"

S. No. Old form Purpose of form
1 Refund Application for requesting refund of fees paid
2 Bank ACC Application for simplifying bank account opening process as user shall not be required to submit any physical application form.
3 Investor Complaint Form Form for filing complaint(s) against the company

5. From 14-4-2014, 39 new e-forms mentioned in Table "C" will be available on MCA portal for upload. Test version of these forms will be available from 28-3-2014 onwards. Final forms will be available from 14-4-2014.

TABLE "C"

S. No. New Form No. Purpose of Form Old Form
1 INC-1 Application for reservation of name 1A
2 INC-2 OPC- Application for Incorporation New form
3 INC-3 OPC- Nominee consent form New form
4 INC-4 OPC- Change in Member/Nominee New form
5 INC-5 OPC- Intimation of cessation New form
6 INC-6 OPC- Application for Conversion New form
7 INC-7 Incorporation of Co. (Other than OPC) 1
8 INC-18 Application to Regional director for conversion of section 8 co. into any other kind of co. New form
9 INC-20 Intimation to Registrar of revocation/surrender of license issued under section 8 New form
10 INC-21 Application for commencement of business 19, 20
11 INC-22 Notice for situation or change of situation of registered office 18
12 INC-23 Application to Regional director for approval to shift the registered office from one state to another state or from jurisdiction of one registrar to another within the state 1AD, 24AAA
13 INC-24 Application for change of name IB
14 INC-27 Conversion from Pvt. To public or vice-versa IB, 62
15 INC-28 Notice of order of the Court or Tribunal or any other competent authority 21
16 PAS-3 Return of allotment 2
17 SH-7 Notice to Registrar for alteration of share capital 5
18 SH-8 Letter of offer New form
19 SH-11 Return in respect of buy back of securities 4C
20 CHG-1 Application for registration of creation or modification of charge (other than debentures) 8
21 CHG-4 Particulars of satisfaction of charge 17
22 CHG-6 Notice of appointment or cessation of receiver or manager 15
23 CHG-9 Application for registration of creation or modification of charge in case of debentures 10
24 MGT-14 Filing of Resolutions and agreements to the Registrar under section 117 23
25 DIR-3 Application for allotment of Director Identification Number DIN1
26 DIR-5 Intimation of change in particulars of Director to be given to the Central Government DIN4
27 DIR-7 Notice of resignation of a director to the Registrar New form
28 DIR-8 Particulars of appointment of directors and the key managerial personnel and the changes among them 32, 32AD
29 MR-1 Return of appointment of managing director or whole time director or manager 25C
30 MR-2 Form of application to the Central Government for approval of appointment or reappointment and remuneration or increase in remuneration or waiver for excess or over payment to managing director or whole time director or manager and commission or remuneration to directors 25A
31 URC-1 Application by a company for registration under section 366 37, 39
32 FC-1 Information to be filed by foreign company 44
33 FC-2 Return of alteration in the documents filed for registration by foreign company 49, 52
34 FC-3 List of all principal places of business in India established by foreign company 52
35 FC-4 Annual Return PTII
36 ADJ Memorandum of Appeal New form
37 MSC-1 Application to ROC for obtaining the status of dormant company New form
38 MSC-3 Return of dormant companies New form
39 MSC-4 Application for seeking status of active company New form

6. There are 5 general e-forms and 2 e-forms mentioned in Table "D" will be available for filing w.e.f. 28-4-2014 will be available for filing 24 notified forms/events which will be made available for individual e-filing at a later date, can be attached with these 7 e-forms and filed. Details of physical forms allowed to be filed along with general e-forms are attached with this Circular.

TABLE "D"

S. No. New Form No. Purpose of Form Old Form
1 GNL.l Form for filing an application with Registrar of Companies 61
2 GNL.2 Form for submission of documents with Registrar of Companies 62
3 CG.l Form for filing application or documents with Central Government 65
4 GNL.3 Particulars of person(s) or director(s) or changed or specified for the purpose of section 2(60) 1AA
5 MGT.6 Form of return to be filed with the Registrar 22B
6 RD.l Form for filing application to Regional Director 24A
7 RD.2 Form for filing petitions to Central Government (Regional Director) 24AAA

7. In view of above, you are requested to give wide publicity of the circular for dissemination of information.

This issued with the approval of the competent authority.

Sl. No. Number of the form under the old Act Number of the form under the new Act Purpose of filing Section under which the form is required to be filed (CA'13) Chapter number Remarks
1 61 GNL1 Application for Compounding of offences 441 28 Radio button active in new Form GNL1
2 Application for Extension of period of annual general meeting by three months 96 8 Radio button active in new Form GNL1
3 Application for Extending the period of annual accounts upto eighteen months under section 210(4) 132 9 Radio button active in new Form GNL1 for earlier years
4 Application for Declaring a defunct company 248, 252 28 Radio button active in new Form GNL1 for earlier years
5 Application for Scheme of arrangement, amalgamation 232 15 Radio button active in new Form GNL1
6 Application for Normalising a dormant company 455 29 Radio button active in new Form GNL1 for earlier years
7 Application - Others No Section No Section Radio button active in new Form GNL1
8 62 GNL2 Statement in lieu of prospectus as per Schedule IV Deleted Deleted No provision exists in new act. Hence option is disabled in new form GNL.2 (62)
9 Prospectus 26(4) 3 Radio button active in new Form GNL2
10 Return of Deposits 76 5 Radio button active in new Form GNL2
11 Form SH.9: Declaration of Solvency 68(6) 4 Radio button active in new Form GNL2
12 Filing Final Statement of Account of winding up - Form 156 As per old rules and act. As per old rules Radio button active in new Form GNL2 and act.
13 Liquidator's statement u/s 551read with rule 327 [Companies (Court) Rules] - Form 152 As per old rules and act. As per Old rules and act. Radio button active in new Form GNL.2
14 Liquidator's Affidavit u/s 551read with rule 327 [Companies (Court) Rules] - Form 153 As per old rules and act. As per old rules and act. Radio button active in new Form GNL.2
15 Liquidator's Statement of Unpaid Dividend or Undistributed Assets under section 555 read with rule 335 [Companies (Court) Rules] - Form 154 As per old rules and act. As per old rules and act. Radio button active in new Form GNL.2
16 Declaration of Solvency embodying a statement of assets and liabilities - Rule 313 [Companies (Court) Rules] - Form 159 As per old rules and act. As per old rules and act. Radio button active in new Form GNL.2
17 Return of final winding up meeting (Members voluntary winding up)- Rule 331 [Companies (Court) Rules] - Form 149 As per old rules and act. As per old rules and act. Radio button active in new Form GNL.2
18 Return of final winding up meeting (Creditors voluntary winding up) - Rule 331 [Companies (Court) Rules] - Form 157 As per old rules and act. As per old rules and act. Radio button active in new Form GNL.2
19 Return of final winding up meeting (Creditors voluntary winding up) - Rule 331 [Companies (Court) Rules] - Form 158 As per old rules and act. As per old Rules and act. Radio button active in new Form GNL.2
20 Other documents No Section No Section Radio button active in new Form GNL.2
21 24A RD.l Application to RD for approval for entering into contract Deleted Deleted No provision exists in new act, hence option is disabled in new Form RD.l (24A)
22 Application to RD for appointment of auditor Deleted Deleted No provision exists in new act, hence option is disabled in new Form RD.l (24A)
23 Application to RD for Issue of license under section 8 8(1) and 2 8(5) New form prescribed
24 Application to RD for removal of auditor 139, 142 10 New form prescribed
25 Application to RD for rectification of name 16 2 New form prescribed
26 Application to RD - Others No Section No Section New form prescribed
27 24AAA RD.2 Form for filing petitions to Central Government (Regional Director) for shifting of registered office of the company from one State to another under section 17 13(4) 2 New form INC.23 prescribed, hence radio button is disabled in Form RD.2
28 Form for filing petitions to Central Government (Regional Director) under section 18 Deleted Deleted No provision exists in new act, hence option is disabled in new form RD.2 (24AAA)
29 Form for filing petitions to Central Government (Regional Director) under section 19 Deleted Deleted No provision exists in new act, hence option is disabled in new form RD.2 (24AAA)
30 Form for filing petitions to Central Government (Regional Director) for condonation of delay in filing charge forms under section 141 87 6 New form prescribed
31 65 CG.l Form for filing petitions to Central Government (Regional Director) under section 188 Deleted Deleted Rule is not prescribed, hence option is disabled in new form RD.2 (24AAA)
32 Application for extension of time for repayment of deposits Deleted Deleted Rule is not prescribed, hence option is disabled in new form CG.l (65)
33 Information and explanation on reservations and qualification contained in the cost audit report by a company pursuant to section 233B(7) of the Companies Act, 1956 Deleted Deleted Rule is not prescribed, hence option is disabled in new form CG.l (65)
32 Application - Others No Section No Section New form prescribed

General Circular No. 6/2014, dated 28-3-2014.