Online incorporation of companies within 24 hours

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General Circular No. 49 /2011, Dated – Dated the 23^rd July, 2011

Sub: Online incorporation of companieswithin 24 hours

In order to give ease to the corporate world to carry business in India, the Ministry of Corporate Affairs has been simplifying the procedures under the Companies Act, 1956. As another step in this direction, the Ministry is modifying the incorporation procedures to enable promoters to get their companiesincorporated online within 24 hours.

2. Ministry has already implemented online approval of Director’s Identification Number (DIN) with effect from 12.06.2011 and names of the proposed company will also be made available online with effect from 24.07.2011. The digital certificate of incorporation is already being issued online by the Registrar of Companies.

3. Now, the Ministry is also simplifying the procedures to approve incorporation applications forms online.

In case the e-forms 1, 18, 32 and e-form for Memorandum of Association(MOA) and Articles ofAssociation (AOA) have been certified by the practicing professional regarding the correctness of the information and declarations given by the subscribers, the application shall be processed electronically and the digital certificate of incorporation shall be issued immediately online by the Registrar ofCompanies.

4. The above facility is optional to the existing process of backend processing of applications by the Registrar of Companies where no such certifications have been done by the practicing professional.

5. If any of the information or declaration given by the company or certificate given by the professional in the e-forms and attachment(s) thereto is/are, found to be wrong, false or illegal then the subscribers, declarant(s) and professional(s) shall be liable for penal action under section 628 and 629 of theCompanies Act, 1956 in addition to penal action prescribed in regulations of the respective professional institutes.

6. Where a company has been registered online on the basis of declarations made by the subscribers, declarant(s) and certifications by the professional(s) given in the e-form, if it is found later on that the company ought not to have been registered under provisions of the Companies Act, 1956 read with Rules and Regulations made therein, the Registrar of Companies shall take necessary action to put the company in state of suspended animation and initiate the process of revocation of the registration of the company after giving an opportunity of being heard.

7. It is expected that the above immediate online approvals of DIN, availability of name and registration of e-forms-1, 18, 32 and MOA and AOA, the complete process of incorporation of a company can be completed within 24 hours.

8. The above simplified process of online incorporation of companies is likely to be implemented with effect from 11^th August, 2011.

MCA simplifies procedure for obtaining confirmation of shifting of registered office from one state to another state u/s. 17 of the Companies Act, 195

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General Circular No. 50 /2011 , Dated 25^thJuly, 2011

Sub: Simplified procedure for obtainingconfirmation of shifting of registered office from one state to another state under section 17 of the Companies Act, 1956.

In order to simplify the procedures and cut timelines, the Ministry has decided to notify section 8 of the Companies (Second Amendment) Act, 2002 (1) of 2003 thereby the work relating to confirmation of shifting ofregistered office from one state to another state and consequent alteration to Memorandum of Association of the company under section 17 of the Companies Act, 1956 shall be shifted from the jurisdiction of Company Law Board to the Central Government.

2. It has further been decided to delegate this work to the respective Registrar of Companies under whose jurisdiction the registered office of the company is situated. The petitions filed with the Company LawBoard and pending as on the effective date of notification shall be transferred to respective Registrar ofCompanies.

3. The revised e-forms and business re-engineering process under MCA-21 system is being developed and the simplified procedures to be followed by the companies and Registrar of Companies shall be given in the modified e-forms and instruction kit thereto shortly.

4. It is expected that on discharging of these functions by the respective Registrar of Companies on implementation of simplified procedures, the cost and the time to get such confirmation and alteration to Memorandum of Association under section 17 of the Companies Act, 1956 shall be reduced.

5. The above simplified process is likely to be implemented with effect from 24^th September, 2011.

Excise Duty – Provisions of Finance Act, 2011 (8 of 2011) will come in force from 1st day of August, 2011

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Notification No. 18 /2011 –Central Excise (N.T), Dated the 28^thJuly, 2011

G.S.R. 580(E). – In exercise of the powers conferred by section 62 of the FinanceAct, 2011 ( 8 of 2011), the Central Government hereby appoints the 1^st day of August, 2011, as the date on which, theprovisions of the said section shall come in to force.

XBRL statement can be filed up to 30.11.2011 without any additional fee and can be certified by CA, CS, CWA

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Circular No: 57/2011, Dated: 28.07.2011

No. HQ/MCA/DigitisedBS/AR/2009

Sub: Filing of Balance Sheet and Profit and Loss Account in eXtensible Business Reporting Language (XBRL) mode.

The Para 3 of the Circular no. 37/2011 dated 07.06.2011 may be read as under: ‑

“All companies falling in Phase-I class ofcompanies (excluding exempted class) are permitted to file their financial statementswithout any additional fee up to 30.11.2011 or within 60 days of their due date, whichever is later.”

2. Further, in supersession of Para 2 (i) of Ministry’s Circular No. 43/2011 dated 07.07.2011, it is informed that the verification and certification of the XBRL document of financial statements on the e-forms would continue to be done by authorized signatory of the company as well as professional like Chartered Accountant or Company Secretary or Cost Accountant in whole time practice.

HDFC Bank starts income tax payment facility through ATMs

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Private sector lender HDFC Bank on Wednesday launched a service whereby its 115 lakh debit card holders can pay income tax through the bank’s ATMs. “With this facility, the bank has given its vast customer base the freedom from waiting in long queues at counters or logging into the internet to pay their taxes,” the bank said in a statement.
The service was flagged off by Controller General of Accounts C R Sundaramurti at the bank’s Deer Park branch here.

The service can now be accessed by the bank’s 115 lakh debit card holders at 5,998 HDFC Bank ATMs in 1,111 cities across the country.

For availing the service, customers will have to register themselves and the ATM payment option will be activated immediately, it said.

For the quarter ended June 30, the bank’s total income was Rs 7,098 crore as against Rs 5,411.0 crore in the year-ago period. Net revenues Rs 3,968 crore in the first quarter of the fiscal as against Rs 3,392 crore in April-June, 2010.

Sebi clears single-window clearance for prior approvals

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Market regulator the Securities and Exchange Board of India (Sebi) today approved a single-window clearance system for market entities, including stock brokers, merchant bankers and credit ratings agencies, for grant of prior approval for change in control of their management structures.

REVISED PROCEDURE FOR SEEKING PRIOR APPROVAL FOR CHANGE IN CONTROL THROUGH SINGLE WINDOW

CIRCULAR NO. MIRSD/14/2011, DATED 2-8-2011

1. SEBI vide Circular No. MIRSD/MSS/Cir-30/13289/03, dated July 9, 2003 addressed to all the Stock exchanges specified, inter alia, the procedure for seeking prior approval from SEBI by stock brokers for change in status and constitution.

2. SEBI has recently amended the regulations for certain intermediaries, viz., Stock Brokers and Sub-brokers, Merchant Bankers, Debenture Trustees, Registrar to an Issue and Share Transfer Agents, Underwriters, Depository Participants, Bankers to an Issue and Credit Rating Agencies, videNotification No. LAD-NRO/GN/2011-12/03/12650, dated April 19, 2011. This has already been communicated to you and a copy of the notification is also available on SEBI website www.sebi.gov.in . As per the amendments, the requirement of obtaining prior approval for change in status or constitution has been dispensed with. However, in case of change in control of the above intermediaries except for Sub-brokers, prior approval of SEBI is required.

3. With a view to expedite the process of granting prior approval, it has been decided to adopt a ‘single window clearance at SEBI’, for the above intermediaries in case of their having multiple registrations with SEBI. Accordingly, in consultation with the major stock exchanges and market participants, it has been decided to adopt the following procedure;

(i) In case an applicant holds multiple registrations with SEBI, it shall make only one application to SEBI accompanied by the following information about itself, the acquirer and the directors/partners of the acquirer;

l Whether any application was made in the past to SEBI seeking registration in any capacity but it was not granted? If yes, details thereof.

l Whether any action has been initiated/taken under SCRA/SEBI Act or rules and regulationsmade thereunder? If yes, status thereof along with corrective action taken to avoid such violations in the future. The acquirer shall also confirm that it shall honour all past liabilities/obligations of the applicant, if any.

l Whether any investor complaint is pending? If yes, steps taken and confirmation that the acquirer shall resolve the same.

l Details of litigation, if any.

l That all the fees due to SEBI have been paid.

l That there will not be any change in the Board of Directors of incumbent, till the time prior approval is granted.

l That the incumbent shall inform all its existing investors/clients in order to enable them to take informed decision regarding their continuance or otherwise with the entity with new management.

(ii) Further, in case the incumbent is a registered stock broker and/or depository participant, in addition to the above, it shall obtain approval/NOC from all the Stock Exchanges/Depositories, where the incumbent is a member/Depository Participant and forward a self attested copy of the same to SEBI.

(iii) The application shall be addressed to “Chief General Manager, MIRSD, SEBI”.

(iv) The prior approval granted by SEBI shall be valid for a period of 180 days from the date of communication.

4. While the above mentioned intermediaries are advised to ensure compliance with the provisions of this circular, the stock exchanges and depositories are advised to:

(i) bring the provisions of this circular to the notice of the Stock Brokers/ Depository Participants and also disseminate the same on their websites.

(ii) make amendments to the relevant bye-laws, rules and regulations as deemed necessary for the implementation of the above decision in coordination with one another to achieve uniformity in approach.

(iii) communicate to SEBI, the status of the implementation of the provisions of this circular in their Monthly Development Reports.

5. This circular is issued in exercise of powers conferred under section 11(1) of the Securities and Exchange Board of India Act, 1992 to protect the interests of investors in securities and to promote the development of, and to regulate the securities markets.

6. This circular is available on SEBI website at www.sebi.gov.in under the categories “Legal Framework” and “Circulars”.

No proposal to get the statutory auditors appointed by a Regulatory Authority in respect of listed companies

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The Minister of State in the Ministry of Corporate Affairs Shri R.P.N. Singh today informed the Lok Sabha that the statutory auditors of the companies incorporated under the Companies Act are appointed u/s of the Act.

Replying to a written question the minister said there is no proposal to have the statutory auditors appointed by a Regulatory Authority in respect of listed companies like in the cases of Banks and Government Companies.