COMPILATION OF RECENT CIRCULARS / NOTIFICATION - MAY 2011
CS DHANAPAL, B.COM,B.A.B.L,A.C.S
RECENT CIRCULARS / NOTIFICATION
Approval of Ministry of Corporate Affairs for appointment of agency for providing electronic platform for electronic voting under the Companies Act, 1956
Circular No.21 /2011, Dated: 02.05.2011
No 17/95/201 l/CL.V
Subject: Green Initiative in the Corporate Governance — Approval of Ministry of Corporate Affairs for appointment of agency for providing electronic platform for electronic voting under the Companies Act, 1956.
Sir,
The Ministry of Corporate Affairs has taken a “Green Initiative in the Corporate Governance” by allowing paperless compliance by the Companies after considering sections 2, 4, 5, and 81 of the Information Technology Act, 2000 for legal validity of compliance under Companies Act, 1956 through electronic mode.
Section 192A of the Companies Act, 1956 read with Companies (Passing of the Resolution by Postal Ballot) Rules, 2001 already recognizes voting by electronic mode for postal ballot. Some of the listed company have already started using electronic platform of certain agencies for providing and supervising the electronic platform for electronic voting.
In order to have secured electronic platform for capturing accurate electronic voting processes, It is hereby clarified that the agency appointed for providing and supervising electronic platform for electronic voting shall be an agency duly approved by the Ministry of Corporate Affairs.
It is further clarified that for the above purpose, National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd (CDSL) are being are being approved by the Ministry of Corporate Affairs subject to the condition that they obtain a certificate from Standardization Testing and Quality Certification (STQC) Directorate, Department of Information Technology, Ministry of Communications & IT, Govt. of India, Electronics Niketan, 6 CGO Complex, New Delhi – 110 003, INDIA. Once they obtain the same and inform the Ministry, they will be authorized to undertake these activities.
Yours faithfully,
( Kamna Sharma ) Assistant Director
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E-Form No. 32 – Companies Act, 1956 – filing of conflicting return by contesting parties
General Circular No. 20/2011, Dated: 02.05.2011
Sub : E-Form No. 32 – Intimation to Registrar of Companies regarding particulars of appointment of Directors etc and changes therein in the company pursuant to section 303 (2) of the Companies Act, 1956 – filing of conflicting return by contesting parties.
Sir,
The Ministry had earlier clarified vide Circular dated 04.05.1993 that it is neither desirable nor possible for the Registrar to sit in judgment to ascertain the rightful claims of the Directors in case of a dispute and it is for the parties concerned to settle their disputes by approaching the court. In case conflicting documents are filed by the contesting group of Directors, Registrar may take the document on record, if the same are otherwise in order by informing the parties concerned, (contesting group of Directors), in writing, that the documents have been taken on records without prejudice to the rights of the parties to settle the dispute in the court of competent authority.
2. In order to cut timelines and bring more transparency in the working of office of Registrar of Companies, the Form 32 will also be taken on records under Straight Through Process (STP) mode i.e., the information given in the e-form 32 is being taken on file maintained by the Registrar of Companies through electronic mode on the basis of statement of correctness given by the filing company and further verification by the practicing professional i.e., Chartered Accountants, Cost Accountants and Company Secretaries.
3. The above instructions are being hereby revised to the extent that all particulars filed by the companies in e-form 32 are being placed on records of the Registrar of Companies through the STP process as filed by the company and verified by the practicing professional, without prejudice to the rights of the parties to settle the dispute, if any, in a court of competent jurisdiction.
Yours faithfully,
(Monika Gupta)
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MCA Notification with respect of change in eforms 2, 3, 18, 23C, 24A and 32
SECTOR 3, SUB-SECTION (i)]
GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
New Delhi, dated the 29th April 2011
Notification
G.S.R. (E). – In exercise of the powers conferred by sub-section (1) of section 642 read with section 610B of the Companies Act,
1956 (1 of 1956), the Central Government hereby makes the following
rules further to amend the Companies (Central Government’s) General
Rules and Forms, 1956, namely : -
1. (1) These rules may be called the Companies (Central Government’s) General Rules and Forms ( Amendment ) Rules 2011.
(2) These rules shall come into force from 1st May 2011.
2. In the Companies (Central Government’s) General Rules and Forms, 1956, in Annexure ‘A’ for Form 2, Form 3, Form 18, 23C and Form 32, the following Forms shall be substituted , namely :-
Download the Full Circular to view the Format of Revised Format of above Forms
Notification dated 29.04.2011 with respect to change in eforms 2, 3, 18, 23C, 24A and 32
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FCRA Comes into Force W.E.F May 2011
Foreign Contribution Regulation Act (FCRA) 2010 has been notified and it has come into force with effect from 1/5/2011. FCR Rules 2011 have also come into force from 1/5/2011.
Key features of FCRA 2010 include the following:
• Concept of ‘permanent’ registration done away with; A five-year registration is provided so that dorman organisations do not continue. All existing registered organisations are deemed to be on a five-year validity from now.
• ‘person’ has been defined in a broader sense
• ‘Organisations of political nature’ cannot receive foreign funds.
• Ceiling on administrative expenses has been prescribed.
• Procedure for suspension and cancellation of registration has been Prescribed.
• Statutory role provided for banking sector in regulation.
• Time limits have been provided for accountability of officials
• To deal with bona fide mistakes of NGOs, provision has been made for ‘compounding’ of offences.
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General Circular No: 22/2011
No: 5/12/2007-CL-III
Government of India
Ministry of Corporate Affairs
5th floor, `A' Wing, Shastri Bhavan,
Dr. R.P. Road, New Delhi-110 001.
Dated: 2nd May, 2011
To
All Regional Directors
All Registrars of Companies
Subject: Clarification in respect of General Circular No: 2 /2011 dated 8th February,2011
Sir,
It has been observed that certain companies are seeking clarification in
respect of circular No. 2/11 dated 8.2.2011 issued by the Ministry in respect of exemption u/s 212 (8) of the Companies Act, 1956. The point raised is in respect of applicability of condition No. (ii) of the circular, requesting the Ministry to delete the condition in respect of unlisted companies as this condition is applicable to listed companies as per SEBI guidelines.
The Ministry is aware of the limited scope of the SEBI Rule. However, the
decision has been taken to ensure transparency in those cases where balance sheets of subsidiaries are not attached.
In this regard, it is clarified that companies which desire to take benefit of
exemption allowed under this circular would have to fulfill the conditions stipulated therein even if they are unlisted.
Yours faithfully
(Rita Dogra)
Under Secretary to the Govt. of India.
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Senior Partner
S D H A N A P A L
&
A S S O C I A T E S
(A firm of Practising Company Secretaries)
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