|General Circular No.
|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
|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.
|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,
|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.
|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
“ëither 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
|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.