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Ministry of Corporate Affairs (MCA)

December 29, 2011
  • The Companies (Accounting Standards) (Second Amendment) Rules, 2011 : MCA vide notification G.S.R­ dated 29th December, 2011 has made amendments in Companies (Accounting Standards) Rules, 2006 which will be called the Companies (Accounting Standards) (Second Amendment) Rules, 2011.
  • The Companies (Accounting Standards) Amendment Rules, 2011: MCA vide Notification G.S.R dated 29th December, 2011 has made amendment in Companies (Accounting Standards) Rules, 2006. The amended rules will be called Companies (Accounting Standards) Amendment Rules, 2011. As a result of the amendment, the accounting period in paragraph 46 of sub heading 'AS 11' of heading 'B Accounting Standard' relating to 'The effect of changes in Foreign Exchange Rates' has been changed so as to end on 31st March, 2020 instead of 31st March, 2012.
  • Green Initiatives in Corporate Governance-in relation to participation by shareholders or directors in meetings through electronic mode and authorization regarding e-voting:  MCA Vide its earlier circular No. 35/2011, dated 6.6.2011, stated that in respect of shareholder's meetings to be held during the F.Y. 2011-12, video conferencing facility was optional & thereafter it was mandatory for the listed companies.The Ministry has on the basis of re-examination decided that the mandatory requirement of holding shareholders meeting  through video conferencing shall continue to be optional for listed companies. The MCA had for the purpose of e-voting in General Meetings authorised NSDL & CDSL as the agencies for providing & supervising electronic platforms for electronic voting but the Ministry has now decided that any agency can be authorized for providing electronic platform for e-voting subject to obtaining certificate from Standardisation Testing and Quality certification Directorate, Department of Information Technology, New Delhi. The details are available in the General Circular No.72/2011 dated 27th December, 2011.

    The Ministry shall not authorize any agency for the purpose providing video conferencing facilities by the corporate sector.

  •  The Companies (Amendment) Regulations, 2011.: MCA vide Notification G.S.R.(E). dated 16th December, 2011 issued Companies (Amendment) Regulation, 2011 in respect of Appointment of Regional Director.
  • Amendment to Schedule XIV to the Companies Act, 1956 – MCA vide notification G.S.R.(E). dated 14th December, 2011 has made alteration in Schedule XIV to the Companies Act, 1956 under the heading ‘II Plant and Machinery’.
  • Allotment of Director’s Identification Number (DIN) under Companies Act, 1956: MCA has in continuation of its General Circulars No. 32/2011 dated 31.05.2011 and No. 36/2011 dated 04.10.2011 relating to allotment of DIN, extended the time for filing form DIN-4 by DIN holders for furnishing PAN and to update PAN details upto 29.02.2012. This was intimated vide General Circular No: 70/2011 dated 15th December, 2011.
  • Company Law Settlement Scheme, 2011 (CLSS, 2011) : MCA had issued General Circular No: 59/2011 dated 05.08.2011, General Circular No: 60/2011 dated 10.08.2011 and General Circular No: 65/2011 dated 04.10.2011 on CLSS, 2011.  As per the  latest General Circular No: 71/2011 dated 15th December, 2011, issued by the MCA, the CLSS, 2011 has been extended upto 15th January, 2012. It is further stated that this Scheme will not be extended beyond 15.01.2012.

  • All the terms and conditions of the General Circulars No. 59/2011 dated 05.08.2011 and No. 60/2011 dated 10.08.2011 will remain the same.
  • Unlisted Public Companies (Prefrential Allotment)Amendment Rules, 2011: MCA Vide notification G.S.R.(E). dated 14th December, 2011 has amended the Unlisted Public Companies (Prefrential Allotment) Rule 2003.

    Key points of Unlisted Public Companies (Prefrential Allotment)Amendment Rules, 2011 have been reproduced herewith:

  • Mandate to disclose the specific details of proposed allottees like name, father's name,  address etc.,
  • Proposed offer not to exceed 49 persons.
  • Instruments and hybrid instruments convertible into shares also covered.
  • Allotment of securities to be completed within 60 days from the receipt of application money.
  • Subscription money payable through cheque, Demand Draft or other banking channels but not cash.
  • In case of non-allotment of securities within 60 days from the date application, refund of share application money should be made with 15 days thereafter failing which, Interest to be paid @12 % p.a.
  • Share application money to be kept in a separate account, should be utilized as per the rules.
  • Any offer not in compliance with provisions of the act and these rules, shall be treated as Public Offer and the provisions of SCRA, 1956 and SEBI Act, 1992 to be complied with.
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