MCA Clarifications: Filling of MGT-I0, INC-7, Matters relating to share capital and debentures and The Companies {Meetings and Powers of Board) Amendment Rules, 2014

Filling of MGT-I0

In continuation of General Circular No. 06/2014 dated 29.03.2014 and 09/2014 dated 25.04.2014,MCA has issued General Circular No. 17/2014 dated 11.06.2014 that stakeholders are required to fill Form MGT-I0 physically ( till an E-Form for MGT-I0 is made available), get it duly signed/certified by a professional and shall be filed  along with other required enclosures as attachments with the prescribed General E-Form No. GNL-2. Fee applicable for the purpose, will be as per the Table of Fees prescribed in Companies (Registration Offices and Fees) Rules, 2014

Filing of form No. INC-27

Attention of the Ministry has been drawn to difficulties being faced by stakeholders while filing form INC-27 for conversion of a public company into a private company. The relevant provisions of Companies Act, 2013 (second proviso to sub-section (1) and sub-section (2) of section 14) have not been notified. In view of this (Circular No.General Circular No. 18/2014 dated 11/06/2014 ), the corresponding provisions of Companies Act, 1956 (Proviso to sub-section (1) and sub-section (2A) of Section 31) shall remain in force till corresponding provisions of Companies Act, 2013 are notified.

The Central Government has delegated such powers under the Companies Act, 1956 to the Registrar of Companies (ROCs) vide item No. (c) of the notification number S.O. 1538(E) dated the 10th July, 2012 and this delegated power remains in force. Applications for such conversions, therefore, have to be filed and disposed as per the earlier provisions.

Matters relating to share capital and debentures

For the purpose of clarifications on matters relating to 'share capital and debentures' as sought by Industry Chambers, Professional Institutes and other stakeholders MCA has issued the Circular No. 19/2014 dated 12th June, 2014 on the following points :

(i) Share Transfer Forms executed before 1st April, 2014:-

1. Share transfer form executed before 1st April, 2014 and submitted to the company concerned within the period prescribed under relevant section of the Companies Act, 1956 needs to be accepted by the companies for registration of transfers.

2 .In case any such share transfer form, executed prior to 1st April, 2014, is not submitted within the prescribed period under the Companies Act, 1956, the concerned company may get itself satisfied suitably with regard to justification of delay in submission etc. In case a company decides not to accept the share transfer form, it shall convey the reasons for such non-acceptance within time provided under section 56(4)(c) of the Act.

(ii) Delegation of powers by board under rule 6(2)(a):

Clarification has beenn sought -whether the powers of the Board provided under rule 6(2)(a) of Companies (Share Capital and Debentures) Rules, 2014 with regard to issue of duplicate share certificates can be exercised by a Committee of Directors. The matter has been examined in light of the relevant provisions of the Act, particularly sections 179 & 180 and regulation 71 of Table "F" of Schedule I and it is clarified that a committee of directors may exercise such powers, subject to any regulations imposed by the Board in this regard.

The Companies (Meetings and Powers of Board) Amendment Rules, 2014 

 As per notification G.S.R. (E) dated  12.06.2014 In the Companies (Meetings and .Powers of Board) Rules, 2014, in rule 6, after the explanation, the following shall be inserted,namely:-
"Provided that public companies covered under this rule which were not required to constitute Audit Committee under section 292A of the Companies Act, 1956 (1 of 1956) shall constitute their Audit Comniittee within one year from the commencement of these rules or appointment of independent directors by them, whichever is earlier:

Provided further that public companies covered under this rule shall constitute their Nomination and Remuneration Committee within one year from the commencement of these rules or appointment of independent directors by them, whichever is earlier."