No.17/75/2002-CL.V
Government of
Ministry of Finance and Company Affairs
Department of Company
Affairs
5th floor, `A’
Wing, Shastri Bhavan,
Dr. Rajendra Prasad Road, New Delhi-110 001.
Dated: 13th January, 2003
To
All Regional Directors
All Registrars of Companies
Subject:- Reopening/revision of annual accounts after
their adoption in the annual general meeting.
………..
Sir,
In partial modification of earlier view on re-opening/revision
of annual accounts, this Department had clarified in 1987 that a company could
reopen and revise its accounts even after their adoption in the annual general
meeting in order to comply with technical requirements of taxation laws and further
adopt the revised annual accounts in the subsequent annual general meeting and
file with the Registrar of Companies.
2. Recently it has come to notice of the
department that insurance companies, pursuant to directions for revision of
accounts by Insurance Regulatory and Development Authority (IRDA) are required
to reopen their accounts.
3. It is hereby clarified that a company
could reopen and revise its accounts even after their adoption in the annual
general meeting and filing with the Registrar of Companies in order to comply
with technical requirements of any other law to achieve the object of
exhibiting true and fair view. The revised annual accounts would be required to
be adopted either in the extraordinary general meeting or in the subsequent
annual general meeting and filed with the Registrar of Companies.
Yours faithfully,
(E. Selvaraj)
Joint Director (T)
(Ph:
2338 3452)
No. 5/21/2001-C.L.V
52/323/CAB-87
Government of
Ministry of Finance and Company Affairs
Department of Company Affairs
Shastri Bhavan,
Dated the
9th of January, 2003
To
All Regional Directors
All Registrar of Companies
Sub: Participation
of Cost Auditor in the meetings of Audit Committee to be constituted under
Section 292A of the Companies Act, 1956 – clarification reg.
Sir,
The
Department has examined whether the cost auditor appointed u/s 233B of the
Companies Act, 1956, could or should be invited to the audit committee constituted
in compliance with Section 292A. It was clarified vide Circular No.6/2001 dated
20.8.2001 that the cost auditor, wherever appointed, shall also attend and
participate at the meetings of the audit committee, but shall not have the
right to vote.
2. It
has been mentioned in the circular that the presence of cost auditor in such
committees will ensure overall cost management besides proper pricing of
inter-unit/inter-company transfer and valuation of inventories. The intent of
the Department was to impress upon the need for the presence of ‘cost auditor’
in audit committee meetings, as an auditor, but not as a member. The
legislative intention is to constitute audit committees only from directors. As
such the usage of these phrases should not be construed to mean that cost
auditors are to be members of audit committees.
3. Sub-section
5 of section 292A provides that the auditors, internal auditors, if any, and
the directors, incharge of finance, shall attend and
participate at the meetings of audit committees without voting rights. The
intention of providing for attending the meetings by auditors and internal
auditors is to give an opportunity to the audit committee to hear their views.
The cost auditor in his capacity as internal auditor can similarly participate
in the meetings of the audit committee.
4. However,
it has come to the notice of the Department that an interpretation is being
made that cost auditor can be a member of audit committee. It is reiterated
that the cost auditor can not become a member of audit committee and wherever
appointed, can only attend and participate in the meeting without voting
rights. Any other interpretation will be outside the purview of section 292A
and incorrect.
(E.
Selvaraj)
Joint
Director (T)
No.5/34/2003-CL.V
No.14/21/2002-CLVII
Ministry of Finance and Company Affairs
5th floor, `A’ Wing, Shastri Bhavan,
To
All Regional Directors
All Registrars of Companies
Sir,
I am directed to forward herewith a copy of the following
Notifications published in the Gazette of India (Extraordinary) for your
information and necessary action:-
|
Sl. No. |
No. and date of publication |
Subject |
|
1. |
G.S.R. 5(E); 03.01.03 |
Amendment to Form No.25A and Form 26 of the Companies Act, 1956 |
2. Please
acknowledge the receipt.
Yours faithfully,
(N.K. Vig)
Under Secretary to the Govt. of
Ph: 2338 7174
No. 6/3/2001-CL V
Government of
5h Floor, A Wing,
Shastri Bhavan
New Delhi-110001.
Dated
16.1.2003
To
All
Regional Directors
All
Registrars of Companies
All
Chambers of Commerce
Reserve
Bank of
Securities
and Exchange Board of
Subject: Debenture Redemption Reserve (DRR)- Clarification
Sir,
In
continuation to this Department’s General Circular No. 9/2002 dated 18.4.2002,
it is clarified that for Housing Finance Companies registered with the National
Housing Bank under Housing Finance Companies (NHB) Directions, 2001, “the adequacy”
of Debenture Redemption Reserve (DRR) will be 50% of the value of debentures
issued through public issues and no DRR is required in the case of privately
placed debentures.
Yours faithfully,
(N.K.
Vig)
Under
Secretary to the Govt. of
(Tel: 23387174)
Government of
Ministry of Finance and Company Affairs
Department of Company Affairs
5th Floor, `A’ Wing, Shastri
Bhavan,
Dated the 14th of January, 2003
All
Regional Directors,
All
Registrar of Companies
Sub: Disqualification of Directors under Section
274(1)(g) of the
Companies Act, 1956 – Clarification
Sir,
In continuation of this Department’s Circular No. 8/2002
dated 22nd March, 2002, it is hereby clarified that default of
privately placed bonds/ debentures/debt instruments by public financial
institutions will not be considered as default to disqualify directors u/s
274(1)(g) of the Companies Act of 1956.
Yours faithfully,
( E. Selvaraj )
Joint Director(T)
No: 1/1/2003-CL-V (Pt.)
Government of
Ministry of Finance and Company Affairs
Department of Company Affairs
5th floor, `A’ Wing,
Shastgri Bhavan,
Dated: 17.01.2003
To
All Regional Directors
All Registrar of Companies/
All Official Liquidators
Sir,
I am directed to forward herewith a copy
of the Companies (Amendment) Act, 2002 published in the Gazette of India
(Extraordinary) on 1st January, 2003 for your information and
necessary action.
2. Please
acknowledge the receipt.
Yours faithfully,
(N.K. Vig)
Under
Secretary to the Govt. of
Ph:
2338 7174
No.2/5/2002-CL.V
Ministry of Finance and Company Affairs
5th floor, `A’ Wing, Shastri
Bhavan,
Dr. Rajendra
Prasad Road, New Delhi-110 001.
To
All Regional Directors
All Registrars of Companies
Subject:- Refund of excess Registration Fees
deposited by companies for Form No.5.
Sir,
The Department
had issued a notification No.S.O.419 (E) dated 27th April, 2000
revising Schedule X to the Companies Act, 1956 for filing a notice for increase
in the nominal share capital of a Company.
In the said notification an anomaly had crept in, on arriving at the
difference between the fees payable on the nominal share capital on the date of
filing of the notice and the fees paid on the nominal share capital before the
increase. Therefore,
by a further notification of No. S.O. 658(E) dated 12th July,
2000 effective from 12th July, 2000, the said anomaly was
removed. The notification had come to
notice of the public after a few days and during the intervening period, a few
Companies had paid fees calculated on the basis of the notification dated 27th
April, 2000 and thereby they had paid excess fees for registration of Form
No.5.
2. Companies
have approached the department and courts for refund of the excess registration
fees paid by them on account of the said anomaly.
3. The
department has decided in consultation with Integrated Finance Division to
refund the excess registration fees paid by Companies on or after
12.7.2000. It is, hereby, clarified that
Companies may seek refund by making a fresh request to the concerned Registrar
of Companies (ROC) with proof of excess payment. It is further clarified that
only the actual excess registration fees and interest, if any, charged by the
ROC on late filing of Form No.5 would be refundable. The Companies will not
claim any cost and interest.
4. ROC
concerned will forward the claim of the Company duly certified by the concerned
Pay & Accounts Officer to the department for issue of “Refund Sanction
Order”.
5. It
is further clarified that no other notification other than notification No.
S.O. 419(E) dated 27th April, 2000 and notification No. S.O. 658(E)
dated 12th July, 2000 only are dealt with
herein above.
6. This
issues with the concurrence of Integrated Finance Division vide their Diary No.
51/CA/03 dated 20.01.2003.
Yours faithfully,
(N.K. Vig)
Under Secretary to the Govt. of
(Ph:
2338 7174)
No. 1/5/2001-CL-V
Government of
Ministry of Finance and Company Affairs
Department of Company
Affairs
5th floor, `A’ Wing, Shastri
Bhavan,
Dated:
28.01.2003
To
All Registrars of Companies
All Official Liquidators
Sir,
I am
directed to forward herewith a copy of the following Notification published in the
Gazette of India (Extraordinary) for your information and necessary action:-
|
S.No. |
No. and Date of publication of the Notification |
Subject |
|
1. |
S.O. 31(E) dated
10.01.2003 |
Constitution of an Advisory
Committee to be called the National Advisory Committee on Accounting
Standards under section 210A(1) of the Companies
Act, 1956. |
2. Please
acknowledge the receipt.
Yours faithfully,
( N.K. Vig )
Under
Secretary to the Government of
(Ph:
2338 7174)
No: 1/2/2003-CL-V (Pt.1)
Government of
Ministry of Finance and Company Affairs
5th floor, `A’ Wing, Shastri
Bhavan,
Dr. R.P. Road, New Delhi-110 001.
Dated: 30.01.2003
To
All Regional Directors
All Registrar of Companies
All Official Liquidators
Sir,
I am directed to forward herewith a
copy of the Companies (Second Amendment) Act, 2002 (No.11 of 2003) published in
the Gazette of India (Extraordinary) on 14th January, 2003 for your
information and necessary action.
2. Please
acknowledge the receipt.
Yours faithfully,
(N.K. Vig)
Under
Secretary to the Govt. of
Ph:
2338 7174
Encl.: As above
No.17/36/2002-CL.V
GOVERNMENT OF
MINISTRY OF FINANCE AND COMPANY AFFAIRS
DEPARTMENT OF COMPANY AFFFAIRS
5th
Floor, ‘A’ Wing, Shastri Bhawan,
Dated 13th February, 2003.
To
All Chambers of Commerce &
Industry
(As per standard list)
Subject:- Dividend
Warrant-containing information on TDS.
Sir,
I am
directed to refer to this Department’s Circular No. 17/2002
(No.17/36/2002-CL.V) dated 5th July, 2002 on the above cited subject
and to say that para 4 of the said Circular shall be
substituted by the following, namely:-
“4. The above format of TDS may be printed on
the reverse side of the counterfoil duly signed by persons responsible for deduction
of tax.”
2. You are
requested to kindly bring this Circular to the notice of your constituents.
Yours
faithfully,
(N.K. Vig)
Under Secretary to the Govt. of
No.1/1/2003-CL.V
No.12/6/2002-CLVII
Ministry of Finance and Company Affairs
5th
floor, `A’ Wing, Shastri Bhavan,
To
All Regional Directors
All Registrars of Companies
Sir,
I am directed to forward herewith a copy of the following
Notifications published in the Gazette of India for your information and
necessary action:-
|
No. |
No. and date of publication |
Subject |
|
1. |
S.O. 135(E); 05.02.03 |
The Companies (Amendment)
Act, 2002 – for effective date of the Act i.e. from 06.02.2003 |
|
2. |
G.S.R. 89(E); 05.02.03 |
The Director’s Relatives
(Office or Place of Profit) Rules, 2003 |
2. Please
acknowledge the receipt.
Yours faithfully,
(N.K.
Vig)
Under
Secretary to the Govt. of
Ph:
2338 7174
F.No. 5/31/2002-CL.V
---------------------------
F.No.45/12/2000-CL.III
Government
of
Ministry of Finance and Company Affairs
Department of Company Affairs
Shastri Bhavan,
Dated, the 21st of February, 2003
To
All Regional Directors,
All Registrar of Companies
Sub: Alternative Basis for providing Depreciation
under Section 205(2)(c) of the Companies Act, 1956.
Sir,
The
request made by some Companies, particularly companies engaged in production of
steel to prescribe an appropriate method, to make provision for depreciation
based on unit of production rather than straight line or written down value method
has been engaging the attention of the Department for quite some time.
2. Upon
consultations with the institutes of ICAI & ICWAI, a view emerged that
providing depreciation on Unit of Production Method will not be in tune with
the basic concept of depreciation as efflux of time necessarily involves loss
of value of an asset. Besides, this
method may not be suitable as it cannot be said that in the year in which no
production takes place, no depreciation would be charged. Adopting unit of
production method for charging depreciation may result in extending the life of
the asset beyond the “specified period” underlying the rates of depreciation
notified under Schedule-XIV to the Companies Act.
3. The
“Unit of Production” method of charging depreciation also seeks to compute
depreciation on estimated production basis. This may tend to a manipulation of
profits based on a particular set of assumptions and technical opinion.
4. In
view of the above facts, this Department hereby clarifies that companies may
depreciate the assets on “Straight Line Method” or “Written Down
Value” but may not follow “Unit of Production Method”.
The
receipt of this Circular may kindly be acknowledged.
Yours
faithfully,
(E.
Selvaraj)
Joint
Director (T)
F.No. 17/78/2001-C.L.V
Government
of
Ministry of Finance and Company Affairs
Department of Company Affairs
Shastri Bhavan,
Dated the
25th March, 2003
To
All Regional Directors,
All Registrar of Companies
Sub: Simplification of Procedure for Removal of
Name of Defunct Companies.
The
matter regarding striking off of the names of the defunct companies has been engaging
the attention of the Department for quite sometime. In the past also, the
Department had considered and announced simplification in the operation of the
provisions of Section 560 in such a way that the Registrar of Companies (ROCs) can weed out the defunct and dormant companies. This
was done vide circular nos.9/7/83-CL.III dated 17.2.1987 and 1/3/91-CL.V /
5/4/91-CL.III dated 19.2.1991. This enabled the ROCs
to strike off the names of defunct companies exercising, suo
moto, the powers vested in them and on application
made by directors confirming that the company has no assets and liabilities and
they have no intention to carry on the business and undertaking that they would
be personally liable for claims arising in future.
2. The
Department subsequently amended Section 3 which came into force w.e.f. 13.12.2000, requiring private companies to increase
their paid up capital to Rs.1 lakhs and public
limited companies to Rs.5 lakhs. Sub-section (5) to
Section 3 further provides that where the companies fail to enhance their paid
up capital in accordance with sub-clause (3) & (4) to Section 3, they will
be deemed to be defunct companies within the meaning of Section 560 and their
name shall be strike off from the register by the Registrar.
3. The
following data available with the Department reveal that the number of
companies which fail to increase their capital by the cut off date of
12.12.2002 pursuant to sub-section (3) & (4) to section 3 are around 1.70 lakhs as against the total number of companies of 5.89 lakhs.
|
Region |
Default |
Total No. of Companies registered as on 31.3.2002 |
Percentage |
|
Western Region |
39681 |
184723 |
21.48% |
|
Eastern Region |
52819 |
94441 |
55.93% |
|
Southern Region |
26557 |
131176 |
20.2% |
|
Northern Region |
51882* |
178906 |
29% |
|
TOTAL |
170939 |
589246 |
|
* Projected, as RD(NR)
has still not provided figures for his region.
4. It
may not be fair and just to allow these companies to remain as defaulters.
Consequentially, Department has called for action for such default vide its
Circular No.17/78/2001-CL.V dated 11.12.2002.
5. A
cross section of the professionals have, however, felt that it would perhaps
not be fair to prosecute these companies as they are defunct in the sense that
either they never took off or carried on any significant business for a
significant length of time. It has also come to the notice of the Department
that some of the public companies have not even taken commencement of business
certificate as required u/s 149 of the Companies Act.
6. Therefore,
the Department has considered providing an easy exit route to small,
non-functioning or defunct companies. It has accordingly been decided to introduce
a Simplified Exit Scheme (SES), simplifying the procedures to be adopted by
companies as well as ROCs in striking off the name of
defunct companies, with in-built safeguards to ensure that unscrupulous
promoters/directors/managers do not escape their liabilities.
7. There
should be an incentive for the companies to exit, and a penalty for continuing
to remain on the register without complying with the requirements of section 3.
It is, therefore, also proposed that companies which actually exit may not be
prosecuted under the circular of 11th December, 2002, and if
prosecutions have already been filed, they may be withdrawn immediately after
the name of the company is struck off the register. Similarly, if there are any
pending prosecutions for non-filing of Annual Return and Balance Sheet can be
withdrawn. However, if there are other offences, prosecutions can only be
withdrawn with the prior permission of the Department. On the other hand, such
companies that continue to remain registered without complying with section 3
of the Act should be prosecuted under the December circular vigorously.
8. It
is hereby clarified that the SES will apply to all companies making an
application u/s 560, and not just to companies who have not raised their capital
to Rs.1 lakh and Rs.5 lakhs,
respectively.
9. The
SES will be as follows :-
i) A
company must apply to the Registrar in the form prescribed (Annexure ‘A’) along
with a fee of Rs.2,000/-
ii) The
applicant company must give the audited accounts for the year ending March,
2002, if applying before 31st March, 2003, and for the year ending
March, 2003, if applying thereafter. The audited accounts should show no assets
and no liabilities.
iii) The
application should be accompanied by an affidavit of at least two directors,
sworn before a Magistrate or an Executive Magistrate (not a notary), including
that of a managing or whole-time director, if there is one, to the effect that
the company has not carried on any business and has no assets or liabilities.
Draft enclosed as Annexure ‘B’.
iv) The
application should further be accompanied by an indemnity bond, duly notarized,
from at least two directors, including managing or whole-time director, if
there is one, to the effect that should there be any liabilities on the
company, such liabilities will be met in full by them, even after the name of
the company is struck off the register of the companies. Draft is enclosed as
Annexure ‘C’.
10. The
Registrar of Companies on receipt of application shall publish in the
prescribed proforma (Annexure ‘D’) in one local and
in one national daily, the list of companies that have applied, and are under
consideration, for being struck off u/s 560 of the Companies Act, 1956.
11. ROCs shall send this list of companies to the Department to
enable it to put the list on the web sites of the Department/ICAI/ICSI; and
also to Indian Banks Association (IBA) at Unit No.1, 2 and 4, 6th
Floor, Centre I Building, World Trade Centre Complex, Cuffe
Parade, Mumbai-400005, for circulation amongst their constituents/members.
12. Thirty
days after publication as aforesaid and 45 days after dispatch of the proforma to IBA, if no objections are received, and if the case
is otherwise in order, the Registrar of Companies will strike off the name of
the companies from the Register and get them duly published in the Official
Gazette.
13. The
scheme will be in operation upto 31.12.2003 from the
date of issue of circular.
14. Within
thirty days of the end of the scheme, that is, by the 30th of
January, 2004 all ROCs will send to the DCA :
a) list of companies struck off (in proforma
at Annexure ‘D’)
b) list of companies which applied, but could not be struck
off, and reasons for the same (in proforma at
Annexure ‘E’).
Yours faithfully,
(E. Selvaraj)
Joint
Director (T)
(Ph:
23383452)
APPLICATION FORM FOR STRIKING OF NAME OF COMPANY UNDER
SECTION 560 OF THE COMPANIES ACT, 1956 UNDER SIMPLIFIED EXIT
SCHEME
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Name of the Company: |
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Address
of the Company::
To
The
Registrar of Companies,
---------------
(Name
of the State)
Sir,
The Company after carefully considering all aspects has
duly resolved in the Board meeting held on___________ to make an application
for striking the name of our company off the Register u/s 560 of the Companies
Act, 1956, if there is a deadlock of having one member in the Board due to
demise of other directors, even a single alive director may constitute the
board as per Regulation 75 of Table A.
(2) I/We
furnish the following details and documents for considering the application.
(i) Balance Sheet and
Profit and Loss Accounts for the year ending _____ showing no assets and
liabilities.
(ii) An affidavit as
per Annexure B of the General Circular No.17/78/2001-CL.V dated 25.3.2003 of
D/o Company Affairs.
(iii) An indemnity
bond as per Annexure C of the General Circular No.17/78/2001-CL.V dated 25.3.2003
of D/o Company Affairs.
(iv) Demand Draft/Pay Order/Banker’s Cheque No. _______ dated________
payable at _________.
(3) Now, therefore, the undersigned request
you to take action to strike off the name of the company from the register.
Yours faithfully,
Names and addresses of applicants (directors)
1. Signature
2. Signature
Date :
ANNEXURE-B
AFFIDAVIT
We,
the following Directors of ___________________________________ Private/Limited,
(hereinafter called “the Company”), incorporated on ___/___/_____ under the
Companies Act, 1956 and having its Registered Office at
______________________________________________:
1. Shri_______________, S/o. Shri___________,
presently residing at___________________ and having permanent address
at___________________ and having PAN No._______________.
2. Shri ______________, S/o. Shri
___________, presently residing
at
___________________ and having permanent address at___________________ and
having PAN No._______________.
3. Shri ______________, S/o. Shri
___________, presently residing
at
___________________ and having permanent address at___________________ and
having PAN No._______________.
do solemnly
affirm as under:
1. The Company was incorporated on
__________________ with the object to carry on the business of:- ______________________________________
_____________________________________________________________.
2. We
are the directors of ________________________________________
Private / Limited.
3. The
Company has been inoperative right from the date of its incorporation / for the
past __________________ years due to diverse reasons.
4. That
a resolution has been passed to approach the Registrar of Companies to strike
off the name of company under section 560 he Companies Act, 1956, in the
meeting of Directors held on……………………….
5. As
on date the Company is not having any dues towards Income Tax / Sales Tax /
Central Excise/ Banks and Financial Institutions or any other Central or State
Government Departments / Authorities or any local authorities.
6. That
an application is hereby filed for action under section 560 of the Companies
Act, 1956, before the Registrar of Companies with necessary fees and required
balance sheet.
7. In
case of any loss(es) to any
person or any valid claim from any person, if any, arising out of the striking
off the name of the Company from the Register of Companies, by the Registrar of
Companies, ___________, we the Directors of the Company jointly and severally,
undertake to indemnity any person for any such losses and the indemnity bond to
this effect is enclosed.
We
solemnly affirm that this declaration is true to the best of our knowledge and belief
and that it conceals nothing and that no part of it is false.
Place: Signature:
1. Shri____________________
2. Shri____________________
Date: 3. Shri____________________
[Delete
wherever not applicable]
INDEMNITY BOND
1. We Shri _______________, S/o Shri
________________, residing at ___________,Shri
_______________, S/o Shri
__________________, and Shri________________S/o Shri__________________________residing at
____________________, do hereby jointly and severally declare that:
(a) We are
the Directors
of _______________________Private/ Limited, a Company incorporated on
___________ under the Companies Act, 1956 whose Registered Office is situated
at _____________________________.
(b) That
we have mad an affidavit dated _____ the ______, _______ duly sworn before
notary public affirming that the Company ______________
__________________________Private/Limited, has assets worth Rs.________/- in the form of ____________. The Company has
no liabilities.
(c)
Further the Company is not doing
/ carrying on any business right from the date of its incorporation and the
Company is also not intending to do any business or commercial activity as laid
down in the main objects of its Memorandum of Association in future.
(d) Thus
the Company is defunct and is requesting the Registrar of Companies,
_______________ to strike off the name of the Company from the Register of
Companies in terms of Section 560 of the Companies Act, 1956.
2. In view of the above, we do hereby
undertake in writing:
(a) to pay and settle all lawful claims arising out of the
striking off the name of the Company.
(b) to indemnify any person for any such losses that may arise
pursuant to striking off the name of the Company.
(c) to settle all lawful claims and liabilities which have not
come to our notice at this stage, even after the name of the Company has been
struck off in terms of Section 560 of the Companies Act, 1956.
Place: Signature: 1._______________
2._______________
Date:
3._______________
WITNESSES:
1. Signature
Name:
Father’s
name:
Address:
Occupation:
2. Signature
Name:
Father’s
name:
Address:
Occupation:
ACCEPTED
Registrar of Companies
No.3/3/2002-CL.V
Ministry of Finance and Company Affairs
5th
floor, `A’ Wing, Shastri Bhavan,
To
All Regional Directors
All Registrars of Companies
Sir,
I
am directed to forward herewith a copy of the following Notifications published
in the Gazette of India for your information and necessary action:-
|
Sl. No. |
No. and date of publication |
Subject |
|
1. |
S.O. 322(E); 25.03.03 |
Amendment of notification
number S.O. 1329 dated 8.5.1978 – the name, Risk Capital and Technology
Finance Corpn. Ltd. has been changed as `IFCI
Venture Capital Funds Ltd.’. |
|
2. |
S.O. 344(E); 31.03.03 |
The Companies (Second
Amendment) Act, 2002 for effective date of the provisions of Sections 2 and 6
of the Act, i.e. from 1.4.2003. |
|
3. |
G.S.R. 275(E); 01.04.03 |
The Public Companies
(Terms of Issue of Debentures and Raising of Loans with Option to Convert
such Debentures or Loans into Shares) Amendment Rules, 2003 |
2. Please acknowledge the receipt.
Yours faithfully,
(N.K.
Vig)
Under
Secretary to the Govt. of
Ph:
2338 7174
1/18/2006
F.No. 17/78/2001-C.L.V
Government
of
Ministry of Finance and Company Affairs
Department of Company Affairs
Shastri Bhavan,
Dated the 9th April, 2003
To
All Regional Directors,
All Registrar of Companies
Sub: Simplification
of Procedure for Removal of Name of Defunct Companies (Simplified Exit Scheme)
– Corrigendum to General Circular No: 13/2003 dated 25.3.2003
The undersigned is directed to General Circular No:
13/2003dated 25.3.2003 on the above mentioned matter regarding Simplified Exit
Scheme.
The following changes are made in such circular:-
1.
(a)
Annexure C to the Circular may be replaced with enclosed Annexure C.
Yours faithfully,
(E.
Selvaraj)
Joint
Director (T)
(Ph:
23383452)
ANNEXURE-C
INDEMNITY BOND
1.
We Shri _______________, S/o Shri ________________, residing at ___________,Shri _______________, S/o Shri
__________________, and Shri________________S/o Shri__________________________residing at
____________________, do hereby jointly and severally declare that:
(a) We
are the Directors
of _______________________Private/ Limited, a Company incorporated on
___________ under the Companies Act, 1956 whose Registered Office is situated
at _____________________________.
(b) That
we have made an affidavit dated _____ the ______, _______ duly sworn before
Magistrate/Executive Magistrate affirming that the Company ______________
__________________________Private/Limited, has no assets and
liabilities.
(c) Further
the Company is not doing / carrying on any business right from the date of its
incorporation and the Company is also not intending to do any business or
commercial activity as laid down in the main objects of its Memorandum of
Association in future.
(d) Thus
the Company is defunct and is requesting the Registrar of Companies,
_______________ to strike off the name of the Company from the
Register of Companies in terms of Section 560 of the Companies Act, 1956.
2. In
view of the above, we do hereby undertake in writing:
(a) to pay and settle all lawful claims arising out of the
striking off the name of the Company.
(b) to indemnify any person for any such losses that may arise
pursuant to striking off the name of the Company.
(c) to settle all lawful claims and liabilities which have not
come to our notice at this stage, even after the name of the Company has been
struck off in terms of Section 560 of the Companies Act, 1956.
Place: Signature: 1._______________
2._______________
Date: 3._______________
WITNESSES:
1. Signature
Name:
Father’s
name:
Address:
Occupation:
2. Signature
Name:
Father’s
name:
Address:
Occupation:
Registrar of Companies
No.52/20/CAB-2002
Ministry of Finance
Department of Company Affairs
Cost Audit Branch
Dated,
the 10th April, 2003.
Subject: Report of the expert group on valuation
principles for corporate assets and shares.
Valuation of
shares and computation of exchange ratio are the key issues in any scheme of
amalgamation or merger of companies. There are various methods of valuation and
each method of valuation proceeds on certain assumptions and projections about
the company. Any change in these basic assumptions may widely change such
valuation of the company and thereby affecting the interest of investors and
other stakeholders.
Keeping in
view the interest of various stakeholders, Department of Company Affairs
constituted an expert group in October 2002 under the chairmanship of Shri Shardul S. Shroff with representatives from financial institutions and
professional bodies for evolving comprehensive guidelines on “Valuation of
Corporate Assets and Shares”. The Expert
Group after considering the views from practitioners and experts in the field
of valuation, investor groups and Chambers of Commerce and Industry as also the
Institutes of Chartered Accountants, Costs Accountants and Company Secretaries
has now submitted its report to the Department. The said report has been placed
on the DCA-website: http://www.dca.nic.in/.
All concerned are requested to send their comments and
suggestions on the report to the Department of Company Affairs latest by 30th
April 2003.
(A.K. Kapoor)
Adviser (Cost)
F.No. 17/78/2001-C.L.V
Government
of
Ministry of Finance and Company Affairs
Department of Company Affairs
Shastri Bhavan,
Dated the 17th April, 2003
To
All Regional Directors,
All Registrar of Companies
Sub: Simplified Exit Scheme – Clarifications on
some issues
The
undersigned is directed to refer to General Circular No: 13/2003 dated
25.3.2003 and General Circular No: 15/2003 dated 9.4.2003 regarding Simplified
Exit Scheme. Though the
scheme has been well received by professionals and corporate
sector, clarifications/amplifications on certain issues have been sought for
effective implementation of the scheme. These issues have been examined in the
Department and clarifications are given in Question-Answer format in the
annexed Statement.
Kindly
acknowledge the receipt of this circular.
Yours faithfully,
(N.K. Vig)
Under Secretary to the Government of
(Ph: 23387174)
Issue No: 1:
How will companies that have some minimal assets, such as cash balance, take
advantage of the scheme? (para
9(ii) of the scheme).
Clarification: Assets and liabilities should be zero.
Issue No: 2:
How often will the ROC publish the list of companies applying for SES? (para 10 of the scheme)
Clarification: ROC will do so on a monthly basis.
Issue No: 3:
Who will pay the advertising charge? (para
10 of the scheme)
Clarification:. The ROC (Central
Government).
Issue No: 4:
Will publication of newspaper advertisement and reference to IBA be
simultaneous? (para 11 of
the scheme).
Clarification:.
Yes. Department will bind the ROCs to ensure that the letter to IBA is dispatched on the
same day as the order for advertisement is placed with the newspapers. It is
further directed to all ROCs that reference should
also be made to Financial Institution besides IBA.
Issue No: 5:
What happens to applications received on the last date of the validity of the
scheme? (para 14 of the
scheme)
Clarification:.
All applications received till the last date will be duly processed. The intention of giving a last date for the
scheme is only to indicate the last date for receipt of application.
Issue No: 6:
If application is to be signed by a minimum of two directors, why have three
boxes been provided? (application form – Annexure ‘A’)
Clarification:.
Because more than two directors may apply; in public companies it is likely
that three directors will apply. If it
is a private company and only two directors are applying then the third photo
box will simply remain empty.
Issue No: 7:
What happens if any of the directors making the application does not have a PAN
number. (Affidavit – Annexure ‘B’)
Clarification:.
Then, in his/her affidavit a paragraph has to be added stating that he/she has
not been assigned a PAN number by the Income Tax Department.
Issue No: 8:
Is NOC required from tax authorities/banks? (para 5 of the Affidavit – Annexure B)
Clarification:.
If the affidavit clearly states that there are no tax liabilities, and the
indemnity bond clearly states that the directors will be responsible for any
liabilities discovered or assigned subsequently, then no NOC is required.
Issue No: 9:
Why does the indemnity bond have a column for worth of assets, when only zero
asset companies are eligible for the scheme? (Indemnity Bond– Annexure ‘C’)
Clarification:.
This was a printer’s devil and has already been corrected, including on the
website. A clarification has been issued
on 9.4.2003(General Circular No: 15/2003).
Issue No: 10:
Why should director’s liability remain unlimited and that too for an unlimited
period? (Indemnity Bond– Annexure ‘C’)
Clarification:.
The directors are bye-passing the entire winding up procedure where the
liabilities would have been judicially determined; the minimum comfort they
have to provide in lieu of this is to be prepared to accept the liabilities if
they have not brought such liability to notice when exiting from a limited
liability company and extinguishing a juridical person. Regarding limitations, normal laws of
limitation will apply. The liability is
no different from what is provided in Proviso (a) to sub-section (5) of section
560 of the
Companies Act, 1956.
Issue No: 11:
Why cannot the affidavit be notarised instead of
being sworn before a magistrate or executive magistrate? (Para 9(iii) of the scheme)
Clarification:.
The SES actually relies on the affidavit heavily, in respect of there being no
liabilities. Individuals find it more
difficult to swear false affidavits in front of a magistrate.
Issue No: 12: Whether applications received prior to SES
will be required to come under SES (even in cases where increase in capital as
required in section 3(3) and 3(4) have not been effected.
Clarification:.
SES is a new scheme and application will have to be made under the scheme
itself. Companies have the option of
withdrawing their regular section 560 application and applying under the SES.
Issue No: 13: Whether company should draw a separate
balance sheet for the year ending 31st March, 2002/2003 wherever
they do not have uniform financial year.
Clarification:. The intent of giving the date 31st
March is to indicate end of financial year.
If some companies’ financial year ends in any other month, then
naturally that cut off date will apply.
In fact, the balance sheet to be filed with the scheme can be for a
period after the close of the financial year also. For example, financial year of a company may
have ended on March 31st, 2003.
Yet, if the application is being filed, say, in July, 2003, then the
company is at liberty to file a balance sheet finalised
for the period upto June, 2003 also. In other words, it needs to be understood
that what has to be filed is the last balance sheet, provided it pertains to a
period which is not more than three months prior to filing of the application.
Issue No: 14:
Can companies who have not raised their capital to the
required minimum as required under section 3(3) and 3(4) of the Companies Act,
can avail of the scheme without increasing the capital.
Clarification:. Yes.
In fact, the circular clarified they need not even be prosecuted for not
raising the capital in time, in case they take the SES route.
Issue No: 15:
Can companies who have not taken even the commencement certificate avail of the
scheme?
Clarification:. Yes, of course. There cannot be a company
more defunct than this. In fact, these
are the companies that need to be struck off the register first.
F.No. 17/78/2001-C.L.V
Government
of
Ministry of Finance
Department of Company Affairs
Shastri Bhavan,
Dated the 22nd April, 2003
To
All Regional Directors,
All Registrar of Companies
Sub: Simplified Exit Scheme – Annexure D and E to
the General Circular No: 13/2003 dated 25.3.2003
*****************
The
undersigned is directed to refer to General Circular No: 13/2003 dated
25.3.2003; General Circular No: 15/2003 dated 9.4.2003 and General Circular No: 16/2003 dated
17.4.2003 regarding Simplified Exit Scheme. Annexure D and Annexure E to
General Circular No: 13/2003, which could not be circulated earlier, are enclosed.
Kindly acknowledge the receipt of this circular.
Yours faithfully,
(E. Selvaraj)
Joint
Director (Trg)
(Ph:
23383452)
ANNEXURE – D
Government of
(D/o Company Affairs)
(Address of concerned ROC)
Notice is hereby given that following companies have
applied to this office for striking off
their names under the Simplified Section Scheme 2003 dated 25.3.2003 of Government of India, Department of Company
Affairs during the period from _________ to __________.
|
SN |
Name of the Company |
Company No: and Corporate
Identity Number (CIN) |
Date of incorporation |
Date of Application |
Names of Persons/directors
who have made application on behalf of the company |
This Notice is published pursuant to para 10 of General Circular 13/2003 dated 25.3.2003 of
Department of Company Affairs, Government of India.
Any person(s) having objection to the proposed
striking off of above mentioned company (ies) may
lodge his/their objections in writing duly substantiated to the undersigned
within 30 days.
Sd/-
ROC
ANNEXURE – E
Government of
(D/o Company Affairs)
(Address of concerned ROC)
The
Department of Company Affairs
List of companies which have applied to this office
for striking off their names under the Simplified Section Scheme 2003 dated 25.3.2003 but which could not be struck
off due to the reasons indicated below:-
|
SN |
Name of the Company |
Company No: and Corporate
Identity Number (CIN) |
Date of incorpor-ation |
Date of Application |
Names of Persons/directors
who have made application on behalf of the company |
Reasons* |
*Indicate
reasons specifically e.g.
(a) No fee or deficiency/shortage of fee
(b) Inadequate documentation (Affidavit, Indemnity
Bond or accounts not enclosed with )
(c) Objections
from creditors or public or investors etc.
(d) Any other reason
Sd/-
No.5/12/2001-CL.V
Ministry of Finance and Company Affairs
5th
floor, `A’ Wing, Shastri Bhavan,
To
All Regional Directors
All Registrars of Companies
Sir,
I am
directed to forward herewith a copy of the following Notifications published in
the Gazette of India for your information and necessary action:-
|
No. |
No. and date of publication |
Subject |
|
1. |
G.S.R. 300(E); 03.04.03 |
The Companies (Acceptance
of Deposits) Amendment Rules, 2003 |
|
2. |
G.S.R. 323(E); 09.04.03 |
The Companies (Acceptance
of Deposits) (Second Amendment) Rules, 2003 |
|
3. |
G.S.R. 324(E); 09.04.03 |
The Disposal of Records
(in the Offices of the Registrars of Companies) Rules, 2003 |
2. Please acknowledge the receipt.
Yours faithfully,
(N.K.
Vig)
Under
Secretary to the Govt. of
Ph:
2338 7174
Encl.: As above
No. 5/6/2003-CL V
Government of
Ministry of Finance and Company Affairs
Dated 25th April,
2003
To,
All Regional Directors
All Registrars of Companies
Subject:- Name Availability Guidelines – Change in.
Sir,
In partial modification of General circular No.
5/2000 dated 30th June, 2000, it is hereby further clarified that
since the Insurance Regulatory and Development Authority has notified the Insurance
Regulatory and Development Authority (Insurance Brokers) Regulations, 2002
permitting private sector companies to carry on the insurance brokers’
business, the Registrar of Companies may permit change of name of existing
companies on their changing the objects to undertake the business of insurance
brokers also.
Yours faithfully,
(E. Selvaraj)
Joint Director (T)
Ministry of Finance and Company Affairs
Department of Company Affairs
5th Floor, “A” Wing, Shastri Bhavan,
Dr. Rajendra Prasad Road, New Delhi-110 001.
Dated 25th
April, 2003
All Registrar
of Companies
Subject:- Rounding off figures in the Profit and Loss Account.
Sir,
Attention
is drawn to Notification No. G.S.R. 545(E) dated 1st August, 2002
whereby the figures in the balance sheet were permitted to be rounded off to
the nearest hundreds, thousands, lakhs, millions, or crores, or decimals thereof.
2. Doubts have been raised about the
applicability of this notification to the profit and loss account also. As balance sheet and profit and loss accounts
are forming part of annual accounts of a company prepared under Schedule VI, it
is clarified that, by implication, the simplified procedure, as notified, may
also apply to profit and loss accounts.
Only then will it be of benefit to readers of these accounts, by being
consistent across both the balance sheet and profit & loss account.
Yours faithfully,
(E. Selvaraj)
Joint Director (T)
No.3/6/2002-CL.V
Ministry of Finance
5th floor, `A’ Wing, Shastri Bhavan,
To
All Regional Directors
All Registrars of Companies
Sir,
I am directed to forward herewith a copy of the following
Notification published in the Gazette of India for your information and necessary
action:-
|
No. |
No. and date of publication |
Subject |
|
1. |
G.S.R. 348(E); 23.04.03 |
The Private Limited
Company and Unlisted Public Limited Company (Buy-back of Securities)
Amendment Rules, 2003. |
2. Please acknowledge the receipt.
Yours faithfully,
(N.K.
Vig)
Under
Secretary to the Govt. of
Ph:
2338 7174
General Circular No:22/2003
No.2/28/2002-CL.V
Ministry of Finance
5th floor, `A’ Wing, Shastri Bhavan,
To
All Regional Directors
All Registrars of Companies
Sir,
I am directed to forward herewith a
copy of the following Notifications published in the Gazette of India for your
information and necessary action:-
|
No. |
No. and date of publication |
Subject |
|
1. |
G.S.R. 479(E) dated
12.06.03 |
Amendment of the Companies
(Central Government’s) General Rules and Forms |
|
2. |
G.S.R. 480(E) dated
12.06.03 |
Companies (Auditor’s
Report) Order, 2003 |
|
3. |
S.O. 518(E) dated 9.5.03
and S.O. 674(E) dated 12.6.03 |
Declaration of National
Co-operative Development Corporation (NCDC) as Public Financial Institution
under section 4A of the Companies Act, 1956 |
2. Please
acknowledge the receipt.
Yours faithfully,
(N.K.
Vig)
Under Secretary to the Government of
Ph: 2338 7174
No.1/8/2003-CL.V
Ministry of Finance
5th
floor, `A’ Wing, Shastri Bhavan,
To
All Regional Directors
All Registrars of Companies
Sir,
I am directed to forward herewith a copy of the following
Notification published in the Gazette of India for your information and
necessary action:-
|
Sl. No. |
No. and date of publication |
Subject |
|
1. |
S.O. 715(E); 19.06.03 |
Effective date of sections
7, 11, 12 etc. of the Competition Act, 2002 – i.e. from 19.06.2003. |
2. Please acknowledge the receipt.
Yours faithfully,
(N.K.
Vig)
Under
Secretary to the Govt. of
Ph:
2338 7174
No.2/12/2003-CL.V
Ministry of Finance
5th
floor, `A’ Wing, Shastri Bhavan,
To
All Regional Directors
All Registrars of Companies
Sir,
I am
directed to forward herewith a copy of the following Notification published in
the Gazette of India for your information and necessary action:-
|
Sl. No. |
No. and date of publication |
Subject |
|
1. |
G.S.R. 580(E); 24.07.03 |
The Companies (Central
Government’s) General Rules and Forms (Third Amendment) Rules, 2003 –
Increase in sitting fee. |
2. Please acknowledge the receipt.
Yours faithfully,
(N.K.
Vig)
Under
Secretary to the Govt. of
Ph:
2338 7174
No.5/5/2000-CL.V
Ministry of Finance
5th
floor, `A’ Wing, Shastri Bhavan,
To
All Regional Directors
All Registrars of Companies
Sir,
I
am directed to forward herewith a copy of the following Notification published
in the Gazette of India for your information and necessary action:-
|
Sl. No. |
No. and date of publication |
Subject |
|
1. |
S.O. 815(E); 17.07.03 |
Reconstitution of
Committee to administer the Investor Education and Protection Fund –
amendment of Notification No. S.O. 1280(E) dated 28.12.2001 |
2. Please
acknowledge the receipt.
Yours faithfully,
(N.K.
Vig)
Under
Secretary to the Govt. of
Ph:
2338 7174
No.1/1/2003-CL.V
Ministry of Finance
5th
floor, `A’ Wing, Shastri Bhavan,
To
All Regional Directors
All Registrars of Companies
Sir,
I am
directed to forward herewith a copy of the following Notification published in
the Gazette of India for your information and necessary action:-
|
Sl. No. |
No. and date of publication |
Subject |
|
1. |
G.S.R. 641(E); 07.08.03 |
The Producer Companies
(General Reserves) Rules, 2003. |
2. Please acknowledge the receipt.
Yours faithfully,
(N.K.
Vig)
Under
Secretary to the Govt. of
Ph:
2338 7174
F.No. 17/78/2001-C.L.V
Government of
Ministry of Finance
Department of Company Affairs
Shastri Bhavan,
Dated the 07th October 2003
To
All
Regional Directors,
Sub:
Simplified
Exit Scheme – Clarifications on some issues
The undersigned is directed to refer to General
Circular No: 13/2003 dated 25.3.2003, General
Circular No: 15/2003 dated 9.4.2003, General Circular No: 16/2003 dated
17.4.2003 and General Circular No: 17/2003 dated 22.4.2003 regarding Simplified
Exit Scheme. Some more clarifications are given in Annexure ‘A’.
Kindly acknowledge the receipt of this circular.
Yours faithfully,
Encl: As above
(E. Selvaraj)
Joint Director (Trg)
(Ph: 2338 3452)
Annexure ‘A’
Clarifications on Simplified Exit Scheme, 2003
Issue No: 1:
Whether a company seeking striking off under SES should file adopted balance
sheets.
Clarification:
Issue No: 2:
Whether a company can be struck off if an asset is created after 31.3.2003.
Clarification: This is purely a hypothetical situation, which is unlikely going to
pass. When a nil audited balance sheet is submitted by an applicant company, it
means that the company has no assets. Any company can be restored to the
Register should the need arise.
Issue No: 3: Whether indemnity bond should be submitted individually by
all applicant directors
Clarification: Yes, indemnity bonds should be given by all applicant-directors, and at
least two applicant directors should furnish the indemnity bond.
Issue No: 4: whether changes in para 1(c) of
indemnity bond should be carried out in respect of companies that became
defunct after carrying out some business after incorporation.
Clarification :
“Further the company is not
doing/carrying on any business right from the date of its incorporation or for
the last ____ (months and years) and the Company is also not intending to do any
business or commercial activity as laid down in the main objects of its
Memorandum of Association in future”.
The above
clarification is more by way of information than a requirement. Because a nil
audited accounts is being submitted, it may not arise
in most cases.
Issue No: 5:
When the ROC will send the report after the scheme is over (para 14 of the scheme)
Clarification: ROC will submit his report after 45 days from the expiry of the
scheme.
Issue No: 6:
Whether section 25 company can apply under the scheme.
Clarification: No. Under the
scheme Section 25 companies cannot apply.
Issue No: 7:
When the prosecution will be withdrawn. (
Clarification: Prosecution will be withdrawn after final notice in the
Official Gazette for striking off, only in cases where Prosecution is pending
for minor offences such as non-filing of balance sheet and other documents. If
the prosecution is with respect to any serious offences, especially those
carrying punishment of imprisonment, such prosecutions cannot be withdrawn.
Issue No: 8: Is there any change
regarding publication/periodicity of publication of list of companies in the
newspapers (
Clarification: As communicated to the RDs/ROCs,
O&M letter No.Hq/5/2002/ computeristion dated
9/9/2003.
Issue No: 9: Which are the
institutions covered in the term “financial institution’ used in clarification
to the issue No.
4 of General Circular No: 16/2003 of Department.
Clarification: Copies of the public notice is sent to IBA. The same can also be sent
to public financial institutions. Other financial institutions may have to rely
on the advertisements being issued in the newspapers.
Issue No: 10: Should the word
“Any Person(s)” referred to in last para of Annexure
D of Scheme be substituted with “Any interested person(s)” or “Any authorised person”.
Clarification: Yes, the words “any person” referred
to in last para of Annexure D be substituted with the
words “any interested person in the company”.
Issue No: 11: Should any
publicity be made on the scheme by way of brochures/pamphlets, publications in
magazines/TV/Radio etc.
Clarification: Yes, publicity should be done, as
proposed, but no extra fund can be allotted for it. RDs
have to manage with the allotted funds, or by convincing the media, and other
institutions, to organize seminars/interviews etc. in public interest.
Issue No: 12: Should affidavit be
got attested from Notary Public instead of Magistrate.
Clarification: Affidavit
should be sworn before a Magistrate or an Executive Magistrate and not a
Notary.
It
is further clarified that companies under inspection/investigation, or
indicated in “vanishing” companies list or “plantation” company or any company
involved in any of the stock market scams will not be covered by Simplified
Exit Scheme. ROCs/RDs should refer to the Department
if they have any doubt about any company.
No.1/8/2003-CL.V
Ministry of Finance
5th
floor, `A’ Wing, Shastri Bhavan,
To
All Regional Directors
All Registrars of Companies
Sir,
I am directed to forward herewith a copy of the following
Notifications published in the Gazette of India for your information and
necessary action:-
|
Sl. No. |
No. and date of publication |
Subject |
|
1. |
S.O. 1073(E); 18.09.03 |
Constitution of the
National Advisory committee on Accounting Standards u/s. 210A of the
Companies Act, 1956. |
|
2. |
S.O. 1098(E); 24.09.03 |
Corrigendum to the
Notification No. 715(E) dated 19.6.03 regarding effective date of some
sections of the Competition Act, 2002. |
|
3. |
G.S.R. 774(E); 29.09.03 |
The Companies (Acceptance
of Deposits) (Third Amendment) Rules, 2003. |
|
4. |
G.S.R. 775(E); 29.09.03 |
Amendment to the
Notification No. G.S.R. 555(E) dated 26.07.2001. |
2. Please
acknowledge the receipt.
Yours
faithfully,
(N.K.
Vig)
Under
Secretary to the Govt. of
Ph:
2338 7174
No.5/10/2003-CL.V
Ministry of Finance
5th
floor, `A’ Wing, Shastri Bhavan,
To
All Regional Directors
All Registrars of Companies
Sir,
I am directed
to forward herewith a copy of the following Notifications published in the
Gazette of India for your information and necessary action:-
|
Sl. No. |
No. and date of publication |
Subject |
|
1. |
S.O. 1136(E); 30.09.03 |
The company Law Settlement
( |
|
2. |
G.S.R. 785(E); 06.10.03 |
Notification by which
eleven more companies to be declared as Nidhis. |
|
3. |
G.S.R. 804(E); 14.10.03 |
The Companies (Appointment
and Qualifications of Secretary) (Amendment) Rules, 2003 – Appointment on
population basis. |
2. Please
acknowledge the receipt.
Yours
faithfully,
(N.K.
Vig)
Under
Secretary to the Govt. of
Ph:
2338 7174
No.1/10/2003-CL.V
Ministry of Finance
5th
floor, `A’ Wing, Shastri Bhavan,
To
All Regional Directors
All Registrars of Companies
Sir,
I
am directed to forward herewith a copy of the following Notifications published
in the Gazette of India for your information and necessary action:-
|
. No. |
No. and date of publication |
Subject |
|
1. |
G.S.R. 757(E); 23.09.03 |
The Competition Commission
of India (Oath of Office and of Secrecy for Chairperson and other members)
Rules, 2003. |
|
2. |
G.S.R. 784(E); 06.10.03 |
The Competition Commission
of |
|
3. |
S.O. 1198(E); 14.10.03 |
Establishment of
Competition Commission of |
|
4. |
S.O. 1200(E); 14.10.03 |
Appointment of Sh. Dipak Chatterji
as Chairperson of the CCI |
|
5. |
S.O. 1199(E); 14.10.03 |
Appointment of Sh. Vinod K. Dhall as Member of the CCI |
2. Please acknowledge the receipt.
Yours faithfully,
(N.K.
Vig)
Under
Secretary to the Govt. of
Ph:
2338 7174
No.2/5/2001-CL.V(Pt.)
Ministry of Finance
5th
floor, `A’ Wing, Shastri Bhavan,
To
All Regional Directors
All Registrars of Companies
Sir,
I
am directed to forward herewith a copy of the following Notifications published
in the Gazette of India for your information and necessary action:-
|
Sl. No. |
No. and date of publication |
Subject |
|
1. |
G.S.R. 830(E); 21.10.03 |
The Companies
(Disqualification of Directors under Section 274(1)(g)
of the Companies Act, 1956) Rules, 2003. |
|
2. |
G.S.R. 829(E); 21.10.03 |
Exclusion of Government
companies from the purview of Section 274(1)(g) of
the Companies Act, 1956. |
2. Please
acknowledge the receipt.
Yours
faithfully,
(N.K.
Vig)
Under
Secretary to the Govt. of
Ph:
2338 7174
General Circular No:32/2003
No.2/28/2002-CL.V
Ministry of Finance
5th floor, `A’ Wing, Shastri Bhavan,
To
All Regional Directors
All Registrars of Companies
Subject: Compliance of Companies (Auditor’s
Report) Order, 2003 effective from 1st July, 2003
Sir,
As you are aware, vide notification number
G.S.R. 480(E) dated 12th June 2003, Government have issued the
Companies (Auditor’s Report) Order, 2003 [Order] which came into force on 1st
July, 2003. The new Order replaces the Manufacturing and Other Companies
(Auditor’s Report) Order, 1988 (MAOCARO) issued vide Notification No:
G.S.R. 909(E) dated 7th September, 1988.
2. Subsequently
the Government have received representations stating the difficulty in
complying with the new Order at short notice, in view of the absence of a Guidance Note from
the Institute of Chartered Accountants of India, and in view of the need for
maintaining records of a company in a manner that will ensure the compliance of
the Order, Government have given consideration to the difficulty expressed. It
has been decided that it is not possible, at this point of time, to review the
Order, or postpone the effective date as issued, for accounts prepared in
respect of financial year ending on the 1st July, 2003 or thereafter.
3. However,
keeping in view the difficulties of the companies as well as the professionals
involved, it has also been decided that while companies to whom the Order is
applicable, should make serious efforts to comply with the new Order from the
effective date, cases of non compliance for accounts pertaining to financial
year which closed on 31st December, 2003 or earlier, Government
would take a lenient view provided the accounts at least carry MAOCARO Report,
if required.
4. However,
accounts in respect of financial years ending on 1st January, 2004
or thereafter, will have to strictly follow CARO, 2003. Companies and
professionals who do not comply with the Order will be liable for action as per
law.
5. Kindly
acknowledge receipt of this letter, a copy of which is being endorsed to the
Institute of Chartered Accountants of India and major Industry Associations.
Yours faithfully,
(E.
Selvaraj)
Joint Director (Trg)
Ph:
2338 3452
F.
No.17/78/2001-CL.V
Government of
Ministry of Finance
Department of
Company Affairs
Shastri Bhavan,
Dated
the 14th November, 2003
To
All Regional Directors
All Registrar
of Companies
Subject:-
Simplified Exit Scheme – Clarification.
Sir,
The undersigned is directed to refer
to General Circular No.13/2003 dated 25.3.2003, General Circular No.15/2003 dated
9.4.2003,General Circular No.16/2003 dated 17.4.2003,
General Circular No.17/2003 dated 22.4.2003 and General Circular No.27/2003
dated 7.10.2003 regarding Simplified Exit Scheme.
2. It
is further clarified that companies incorporated after the Companies
(Amendment) Act, 2000, who have not contributed toward the paid-up capital as
per the requirements of Section 3 (1)(iii) and 3
(1)(iv) can also avail Simplified Exit
Scheme if other requirements are fulfilled.
Yours faithfully,
(E. Selvaraj)
Joint Director (T)
(Tel:2338
3452)
No.1/4/2003-CL.V
Ministry of Finance
5th floor, `A’ Wing, Shastri Bhavan,
To
All Regional Directors
All Registrars of Companies
Subject: Circulation of Notifications
Sir,
I am directed to forward herewith a copy of the following
Notifications published in the Gazette of India for your information and
necessary action:-
|
Sl. No. |
No. and date of publication |
Subject |
|
1. |
G.S.R.922(E); 4.12.03 |
The Unlisted Public
Companies (Preferential Allotment) Rules, 2003 |
|
2. |
G.S.R.923(E); 4.12.03 |
The Unlisted Companies
(Issue of Sweat Equity Shares) Rules, 2003. |
2. Please
acknowledge the receipt.
Yours faithfully,
(E.
Selvaraj)
Joint Director (Trg)
Ph: 23383452
F. No.17/78/2001-CL.V
Government of
Ministry of Finance
Department of Company Affairs
Shastri Bhavan,
Dated
the 14th November, 2003
To
All Regional
Directors
All Registrar of Companies
Subject:- Simplified Exit Scheme – Clarification.
Sir,
The undersigned is directed to refer
to General Circular No.13/2003 dated 25.3.2003, General Circular No.15/2003
dated 9.4.2003,General Circular No.16/2003 dated
17.4.2003, General Circular No.17/2003 dated 22.4.2003 and General Circular
No.27/2003 dated 7.10.2003 regarding Simplified Exit Scheme.
2. It
is further clarified that companies incorporated after the Companies (Amendment)
Act, 2000, who have not contributed toward the paid-up capital as per the
requirements of Section 3 (1)(iii) and 3 (1)(iv) can
also avail Simplified Exit Scheme if
other requirements are fulfilled.
Yours
faithfully,
(E.
Selvaraj)
Joint
Director (T)
(Tel:2338 3452)
No.17/47/2002-CL.V
Ministry of Finance
5th Floor, ‘A’ Wing, Shastri
Bhawan,
Dated 11th December, 2003.
To
All Chambers of Commerce &
Industry
(As per standard list)
Subject:- Compliance
Certificate – clarification.
Sir,
Proviso to section 383A (1) of the Companies Act, 1956 inter-alia provides that every company not required to employ a
whole-time secretary under sub-section (1) of section 383A and having a paid-up
share capital of ten lakh rupees or more shall file
with the Registrar a certificate from a secretary in whole time practice as to
whether the company has complied with all the provisions of this Act and a copy
of such certificate shall be attached with Board’s report referred to in
section 217.
2. The
issue whether a company which is not required to appoint a whole-time company
secretary but has voluntarily appointed a whole-time secretary, is required to
obtain compliance certificate from secretary in whole-time practice was under
examination in this Department.
3. In
consultation with the Department of Legal Affairs it is clarified that a
company which is not required under law to employ a whole-time secretary, but
has nevertheless employed a whole-time Company Secretary within the meaning of
section 2(1)(c) of the Company Secretaries Act, 1980,
such a company is not required to obtain compliance certificate from Company
Secretary in practice. In other words,
no company employing a full time Company Secretary is required to also obtain a
compliance certificate from a Company Secretary in practice.
4. You
are requested to kindly bring this circular to the notice of your constituents.
Yours faithfully,
(N.K. Vig)
Under Secretary to the Govt. of
(Tel: 2338 7174)
F. No.17/78/2001-CL.V
Government of
Ministry of Finance
Department of Company Affairs
Shastri Bhavan,
Dated: 31.12.2003
To
All Regional Directors
All Registrar
of Companies
Subject:-
Simplified Exit Scheme
Sir,
The undersigned is
directed to refer to General Circular No.13/2003 dated 25.3.2003, General
Circular No.15/2003 dated 9.4.2003,General Circular
No.16/2003 dated 17.4.2003, General Circular No.17/2003 dated 22.4.2003,
General Circular No.27/2003 dated 7.10.2003 and General Circular No: 33/2003
dated 14.11.2003 of this Department regarding Simplified Exit Scheme.
2. The Department received a number of representations for
extension of the scheme which have been considered. It has been decided to
extend the scheme by a further period of three months with effect from
1.1.2004.
Yours
faithfully,
(L.M. Gupta)
Director, Inspection and
Investigation
(Tel:2338 9602)