March 5, 2012
- Registration of Companies or LLPs which have one of their objects as to carry on the profession of Chartered Accountant, Cost Accountant, Architect, Company Secretary etc : The Ministry of Corporate Affairs has vide its General Circular No.02/2012 dated 1stMarch, 2012 directed that at the time of incorporation of companies where one of the objects is to carry on the business of Banking, Insurance or to practice the profession of Chartered Accountancy, Cost Accountancy & Company Secretaries, then the concerned Registrar of Companies shall incorporate the same only on production of in-principle approval / NOC from the concerned regulator/professional Institutes.It has also been stated that where one of the objects is to carry on the business/profession of Architecture, then the concerned Registrar of Companies /Registrar of LLP shall incorporate the same only on production of in-principle approval /NOC from the concerned regulator.
- Filing of conflicting returns by contesting parties – With reference to Ministry’s earlier circulars laying down the procedure to regulate cases related to filing of conflicting returns with regard to appointment of Directors or change of Director/Directors, the Ministry has now issued General_Circular_No_01/2012 dated the 10th February 2012 superseding the previous circulars. As per the new circular, in cases where there is management dispute, the company is required to mandatorily file the attachment relating to cause of cessation alongwith Form 32 with the ROC concerned irrespective of the ground of cessation.In case, any Director is aggrieved with his cessation in the company, he may file complaint in the Investor Complaint Form. On receipt of complaint, the ROC concerned will examine the complaint and mark the company as having ‘management dispute’. Also, the ROC will issue a letter to the company and the parties to settle the matter amicably or get an order/interim order from a Court or Tribunal of competent jurisdiction. Till such dispute is settled, the documents filed by the company and by the contesting groups of Directors will not be approved/registered/recorded and will thus not be available in the registry for public viewing.