Monday, 8 September 2014

MCA July 2014

Notification/Circular no. Date Subject Amendment
General Circular No. 28/2014 July 09, 2014 Clarification on form MGT-14 through STP mode In order to simplify procedures and with a view to ensure timely disposal of E-forms and keeping in view the penal provisions for false declaration as contained in scetion 448 read with section 447, under form MGT-14, all cases except for change of Name, change of object, resolution for further issue of capital and conversion of companies will be using Straight Through Process Mode.
S.O. 1820(E) July 09, 2014  Companies (Removal of Difficulties) Fifth Order, 2014.  In clause (76) of section 2, definition of related party, sub-clause (v) states a public company in which a director or manager is a director and holds (inserted in place of 'or holds') along with his relatives, more than two per cent. of its paid-up share capital.
General Circular No. 29/2014 July 11, 2014 Registration of names of the Companies shall be in consonance with the provisions of the Emblems and Names (Prevention of Improper Use)Act, 1950 It is directed that while allotting names to Companies/Limited Liability Partnerships, the Registrar of Companies concerned should exercise due care to ensure that the names are not in contravention of the provisions of the Emblems and Names (Prevention of Improper Use) Act, 1950 
G.S.R. (E) July 17, 2014 Companies (Specification of deflnitions details) Amendment Rules, 2014 In the Companies (Speciflcation of definitions details) Rules, 2014, in rule 3, after the words 'a director' the words 'other than an independent director' shall be inserted. Thus, an independent director of the holding company or his relative with reference to a company, shall not be deemed to be a related party.
G.S.R. (E) July 17, 2014  Companies (Miscellaneous) Amendment Rules, 2014 Any application or form filed with the Central Government or Regional Director or Registrar (hereinafter referred to as the "authority") prior to the commencement of these rules but not disposed off by such authority for want of any information or document shall, on its submission, to the satisfaction of the authority, be disposed off in accordance with the rules made under the Companies Act,1956.
General Circular No. 30/2014 July 17, 2014 Clarification on matters relating to Related Party Transactions.  It is clarified that that 'related party' referred to under Section 188 has to be construed with reference only to the contract or arrangement for which the said special resolution is being passed. Thus, the term 'related party in the above context refers only to such related party as may be a related party in the context of the contract or arrangementfor which the said special resolution is being passed. It is further clarified that transactions arising out of Compromises, Arrangements and Amalgamations will not attract the requirements of Section 188 of 2013 Act. Moreover, the contracts enforced before April 1, under the old Act, would not require fresh approval under Section 188 till the expiry of the original term of such contracts.
General Circular No. 31/2014 July 19, 2014 Extension of validity of reserved names The validity of 1930 cases out of 9522 for reservation of names which have expired as on the date of circular has been extended. 
General Circular No. 32/2014 July 23, 2014 Clarification on transitional period for resolutions passed Under the Companies Act, 1956. pdf
 It is clarified that resolutions approved or passed by companies under relevant applicable provisions of the Old Act during the period from 1st September, 2013 to 31st March, 2014, can be implemented, in accordance with provisions of the Old Act, notwithstanding the repeal of the relevant provision subject to the conditions (a) that the implementation of the resolution actually commenced before 1st April, 2014 and (b) that this transitional arrangment will be available upto expiry of one year from the passing of the resolution or six months from the commencement of the corresponding provision in New Act whichever is later.
G.S.R. 537(E) July 24, 2014 Companies (Management & Administration ) Second Amendment Rules, 2014) The Companies (Management and Administration) Rules, 2014 have been further amended as follows: (a) trust created for seeting up of a venture capital fund, mutual fund or other funds created as regulated by SEBI do not require to report to ROC about the beneficial holding of shares in Fomr mGT 4, 5 and 6; (b) in Rule 13 the words "Ă«ither value or volume of the shares" and the Explanation have been omitted; (c) A special notice required to be given to the company shall be signed, either individually or collectively by such number of members holding not less than one percent of total voting power or holding shares on which an aggregate sum of not more than five lakh rupees has been paid up on the date of the notice; and (d) Maintenance and inspection of document in electronic form is an optional requirement.
 S.O. 1894 (E) July 24, 2014  Companies (Removal of Difficulties) Sixth Order, 2014 In clause (76) of section 2, definition of related party, sub-clause (iv) states a private company in which a director or manager "or his relative" (inserted) is a member or director.
S.O.----(E) July 25, 2014 Notification dated July 25th 2014. The Central Govemment has notified that public companies having paid-up share capital of rupees one hundred crore or more and annual tumover of rupees one thousand crore or more which are engaged in multiple businesses and have appointed Chief Executive Officer for each such business shall be the class of companies for the purposes of the second proviso to sub-sectlon (1) of section 203 of the said Act (i.e. companies mandatorily required to appoint of key managerial personnel).
July 31, 2014 General Circular No. 33/2014 - Calrifiaction regardin applicability of section 139(5) and 139 (7) of the Companies Act 2013 These provisions do apply to government companies and government "controlled" companies where "control" is to be determined as per the definition prescribed under the New Act. Accoridngly,provisions of AOA and shareholders agreement, if any are to be taken into consideration.

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