May 31, 2014
Delegation of powers under section 458 of CA 2013 to Regional Director In exercise of the powers conferred by section 458 of the Companies Act, 2013 (18 of 2013), Central Government has delegated to the Regional Directors at Mumbai, Kolkata, Chennai, Noida, Ahmedabad, Hyderabad and Shillong, the power and functions vested in it under the following sections of the said Act, subject to the condition that the Central Government may revoke such delegation of powers or may itself exercise the powers under the said sections, if in its opinion such a course of action is necessary in the public interest, namely:- (a) clause (i) of sub-section (4) of section 1 (for alteration of Memorandum in case of conversion into another kind of company); (b) sub-section (6) of section 8; ( Revocation of license granted to Companies registered under Section 8 ) (c) sub-sections (4) and (5) of section 13; (Alteration of MOA) (d) section 16; (Rectification of name of Company) (e) section 87; (Rectification by Central Government in register of Charges) (f) sub-section (3) of section 111; (Circulars of Members Resolution) (g) sub-section (1) of section 140; and (Removal, Resignation of auditor requiring Special Notice) (h) proviso (i) to sub-section (1) of section 399. (Liability for fraudulent conduct of Business) This notification shall come into force with effect from the date of its publication in the Official Gazette. Delegation of powers u/s 153 and 154 of CA 2013 to Regional Director Noida Ministry of Corporate Affairs vide its notification dated 21st May, 2014 intimated the delegation by Central Government the powers and functions in respect of allotment of Director Identification Number under sections 153 and 154 of the said Act to the Regional Director, Joint Director, Deputy Director or Assistant Director posted in the office of Regional Director at Noida. Delegation of powers under section 458 of CA 2013 to ROCs – 21st May 2014 Ministry of Corporate Affairs vide its notification dated 21st May, 2014 intimated the delegation by Central Government to the Registrar of Companies, the power and functions vested in it under the following sections of the said Act, subject to the condition that the Central Government may revoke such delegation of power or may itself exercise the powers and functions under the said sections, if in its opinion, such a course of action is necessary in the public interest, namely: - (a) sub-section (2) of section 4; (Approval of name of the Company) (b) sub-section (1) of section 8; ( Approval of name of Companies to be registered under Section 8 ) (c) clause (i) of sub-section (4) of section 8, except for alteration of memorandum in case of conversion into another kind of company; (Alteration of MOA) (d) sub-section (5) of section 8; and ( Grant of license under Section 8 ) (e) sub-section (2) of section 13. (Change of name of Company) This shall come into force from the date of its publication in the Official Gazette. Extension of validity period for names reserved as on 31st March, 2014 MCA has vide its General Circular No. 13/2014 dated 23rd May, 2014 decided to extend continuity of all reserved names as on 31st March, 2014 for another 15 days period from 23rd May, 2014. Applicability of PAN requirement for Foreign Nationals In the revised incorporation form – INC-7, there is a mandatory requirement of submission of PAN details of intending Directors at the time of filing the application for incorporation. Considering the difficulties faced by foreign nationals in this regard, MCA has vide its General Circular No. 12/2014 dated 22nd May, 2014 clarified that PAN details are mandatory only for those foreign nationals who are required to possess "PAN" in terms of provisions of the Income Tax Act, 1961 on the date of application for incorporation. Where the intending Director who is a Foreign National is not required to compulsorily possess PAN, it will be sufficient for such a person to furnish his/her passport number, along with undertaking stating that provisions of mandatory applicability of PAN are not applicable to the person concerned. Such an undertaking shall be given in the format prescribed in the Circular. One time opportunity for extension of period of Reservation of Name: The services for incorporation of companies were not available on the MCA21 portal from 1st April, 2014 to 28th April, 2014 because of the deployment requirement for new E-forms as a result of which stakeholders who had reserved the names for the purpose of company incorporation could not avail of the 60 days prescribed period for using the same to complete the incorporation requirements. MCA has vide its General Circular No. 11/2014 dated 12th May, 2014 extended the validity of reservation of all such names with due date of expiry between 1st April, 2014 to 28th April, 2014 upto 31st May, 2014. Certifications of E-forms/ non e-forms under Companies Act, 2013 by the Practicing Professionals The Ministry of Corporate Affairs (MCA) has allowed registered Members of the professionals bodies (the ICAI, ICSI and the ICWAI) to authenticate correctness and integrity of documents being filed by them with the MCA in electronic mode as per MCA notification dated 28/04/2014. MCA has issued General Circular 10/2014 dated 7th May, 2014 detailing as under: 1.The responsibility and requirements of authentication of old documents is prescribed under the Companies (Registration Offices and Fees) Rules, 2014. In pursuance to Rule 10 of the said rules, the Registrar shall examine e-forms or non e-forms attached and filed with general forms on MCA portal viz. to verify whether all the requirements have been complied with and all the attachment to the forms have been duly scanned and attached in accordance with the requirement of above said rules. 2. Where any instance of filing of documents, application or return or petition etc. containing false or misleading information or omission of material fact or incomplete information is observed, the Regional Director or the Registrar as the case may be, shall conduct a quick inquiry against the professionals who certified the form and signatory thereof including an officer in default who appears prima facie responsible for submitting false or misleading or incorrect information pursuant to requirement of above said Rules; 15 days notice may be given for the purpose. 3. The Regional Director or the Registrar will submit his/her report in respect of the inquiry initiated, irrespective of the outcome, to the E-Governance cell of the Ministry within 15 days of the expiry of period given for submission of an explanation with recommendation in initiating action u/s 447 and 448 of the Companies Act, 2013 wherever applicable and also regarding referral of the matter to the concerned professional Institute for initiating disciplinary proceedings. 4. The E-Gov cell of the Ministry shall process each case so referred and issue necessary instructions to the Regional Director/ Registrar of Companies for initiating action u/s 448 and 449 of the Act wherever prima facie cases have been made out. The E-Gov cell will thereafter refer such cases to the concerned Institute for conducting disciplinary proceedings against the errant member as well as debar the concerned professional from filing any document on the MCA portal in future. 5. The Registrar shall forward a fortnightly report to the concerned Regional Director as well as to the E-Gov Division, Thereafter, the Regional Director shall forward a consolidated report to the Joint Secretary E_Governance Division on or before 7th of every month as per the prescribed proforma.