WAY TO IMPLEMENTATION OF THE COMPANIES ACT, 2013

Roll out plan of various forms under the Companies Act, 2013 and continuance of forms under the provisions of Companies Act, 1956

From 01/04/2014 to 14/04/2014: The existing e-forms mentioned in "Table A" and "Table B" will only be available for filing under provisions of the Companies Act, 1956. Other Front office portal services will continue. From 01/04/2014 to 13/04/2014 the period will be used for clearing pending e-forms already filed.

From 14/04/2014: 39 new e-forms, under provisions of the Companies Act, 2013, mentioned in "Table C" will be available on MCA portal for upload.

From 28/04/2014: 5 general e-forms and 2 e-forms mentioned in "Table D" will be available for filing for 24 notified forms/events which will be made available for individual e-filing at a later date, can be attached with these 7 e-forms.

Can access the circular for all Tables at:

http://www.mca.gov.in/Ministry/pdf/General_Circular_6_2014.pdf

Online Payment of Stamp Duty & Court Fee Stamp for issue of Certified Copies

The Ministry has reviewed the process of payment of fees & stamp duty for issuance of certified true copies and accordingly will facilitate electronic payment of Stamp Duty and Court Fee w.e.f. 31.03.2014 vide its Circular No.05-2014. This will definitely enable both the Applicant and the Authorities to process the applications for certified true copies fast and without inordinate delay.

A copy of the Circular is available at the following link: 

http://mca.gov.in/Ministry/pdf/General_Circular_No_05-2014.pdf

- Roll out plan of various forms under the Companies Act, 2013

From 14/04/2014, 39 new e-forms mentioned in Table “C” of General Circular no 6/2014 will be available on MCA portal for upload. Test version of these forms will be available from 28/03/2014 onwards. Final forms will be available from 14/04/2014.

Due to this roll out, it has also been decided to waive fees for all event based filing whose due date falls between 01/04/2014 to 30/04/2014. For the same, a separate Circular is being issued by the Policy Cell of this Ministry.

A Copy of the Circular is available in the following link:

http://mca.gov.in/Ministry/pdf/General_Circular_6_2014.pdf

Continuance of forms under the provisions of Companies Act, 1956 from 01/04/2014 to 14/04/2014

Continuance of forms under the provisions of Companies Act, 1956 

From 01/04/2014 to 14/04/2014 except existing e-forms mentioned in Table “A” of General_Circular_6_2014, no other e-forms will be available for filing. Other Front office portal services will continue. From 01/04/2014 to 13/04/2014 the period will be used for clearing pending e-forms already filed under the provisions of Companies Act, 1956.In addition to above, e-forms mentioned in Table “B” will also be available for filing.

Thus, following forms will continue to be allowed to be filed from 01/04/2014 to 14/04/2014: 

1. Form-66: Form for submission of compliance certificate with the Registrar, 

2. Form-14LLP: Form for intimating to Registrar of Companies of  conversion  of the company into limited liability partnership (LLP), 

3. Form-20B: Form for filing annual return by a company having a share capital with the Registrar,

4. Form-21A: Particulars of annual return for the company not having share capital, 

5. Form-23AC & 23ACA: Form for filing balance sheet and Profit and Loss account and other  documents with the Registrar,

6. Form-23AC-XBRL & Form 23ACA-XBRL: Form for filing XBRL document in respect of balance sheet Profit and Loss account and other documents with the Registrar,

7. Form-23C: Form of application to the Central Government for appointment of cost auditor,

8. Form-23D: Form for Information by Cost Auditor to Central Government,

9. Form-35A: Information to be furnished in relation to any offer of a  scheme or contract involving the transfer of shares or any  class of shares in the transferor company to the transferee company,

10. Form-A-XBRL: Form for filing XBRL document in respect of compliance report and other documents with the Central Government,

11. Form-FTE: Application for striking off the name of company under the Fast Track Exit(FTE) Mode,

12. Form-I-XBRL: Form for filing XBRL document in respect of cost audit report and other documents with the Central Government,

13. Form-5INV: Transfer unpaid dividend amount to IEPF,

14. Form-21: Order of the court/authority till 14/04/2014,

15. Refund Form: Application for requesting refund of fees paid,

16. BankACC: Application for simplifying bank account opening process as user shall not be required to submit any physical application form.

17. Investor Complaint Form: Form for filing complaint(s) against the company.

Tentative Checklist for immediate actions for all Corporate.

Resolutions to be proposed at the ensuing AGM

1) Increase in borrowing limit and creation of charge - S/180 (I) (c) & 180 (I) (a)

2) Accepting Public Deposits - S/73 & 76

3) Change/ Alteration in AOA –Adopt Table F

4) Invt. in other body Corporates - S/186

5) Appointment of Branch Auditors

6) Related Party transactions, if any - S/188

7) Appointment of Auditors – Within 3yrs of notification S/139 (2)

8) Issue of Securities on Pvt. Placement - S/42

9) Appt of CFO & other KMPs - Board approval as 203

10) Fixing Remuneration of KMPS - Board approval as 203

11) Appt. of independent directors - S/149(10) to (12)

Actions immediately to be taken on notification of the Act

1) Identify related parties – To be notified to accounts department

2) Print new Business letters, bills etc with CIN no. – s/12(3) (c)

3) Devise CSR policy & spending – s/135

4) Adopt new Whistle Blower Policy – Vigil mechanism – 177(10)

5) File Return on Public Deposits within 3 months – 74(1)

6) Return on change in Top 10 shareholders – within 15 days - S/93

7) To obtain positive consent for receiving documents by email (S/101)

8) Obtain certificate of Independence from Directors S/149 (7)

9) Terms of reference of Audit committee –Additional items to be placed before audit committee at each meeting - S/177 (4)

10) Nomination & Remuneration policy to be approved by Board – S/178 (3) & (2)

11) Terms of reference of Stakeholder committee – Additional items to be placed before the Committee - S/178 (6)

12) Devise Code for independent Directors – Schedule IV

13) Observe Secretarial standards for Board & General meetings S/118 (10)

14) Reconstitute Board (within 1 year)– for (i) appl. of ID’s for 5yrs (ii) not liable to retire by rotation –S/149 (10) to (13)

15) Maintain Register of KMPs - S/170

16) Can pay sitting fees upto Rs. 1lakh S/197 (5)

17) Check the compliance required by unlisted Public companies (if paid-up/networth exceed prescribed limits)

Additional compliance

1) To attend at least 1 Board Meeting in 12 months or vacate office S/167 (1) (b)

2) Change in top 10 shareholders S/93

3) File Board Resolutions passed U/S 179

4) File Report on AGM – S/121

5) Postal Ballot Applicable to Pvt. Cos – S/110

6) Directors Responsibility Statement – Clause (e) & (f) of S/134 (5) have laid down adequate “internal financial controls” (defined in the Act) – To devise policy on internal financial controls.

7) Auditors – Appoint for 5 Years – Existing limit to be considered S/139 (2) – Ratification every year

8) To inform auditor & ROC about appointment within 15 days – S/139

9) Relative of auditor not to hold shares in excess of Rs. 1lakh S/141

Ready w.e.f. 1st April,2014 for this....

CIN to be mentioned in letter heads, invoices etc.:

Section 12(3)(c) of CA 2013, which will be effective from 1.4.2014, provides that every company shall get its name, address of its registered office and the Corporate Identity Number along with telephone number, fax number, if any, e-mail and website addresses, if any, printed in all its business letters, billheads, letter papers and in all its notices and other official publications. Please ensure compliance.

Requirement in case of name change of Company

And if the Company has changed its name or names during the last two years, it shall paint or affix or print, as the case may be, along with its name, the former name or names so changed during last two years as required under clause 12 (3) (a) & (b).

MCA Notification - Sections Effective w.e.f. 01.04.2014 - Companies Act, 2013

The Ministry of Corporate Affairs has notified 183 new sections of the Companies Act 2013 and some sub- sections of 13 sections which were already notified by notification dated 12th September 2013 and remaining schedule, in the fourth phase today, by way of notification dated 26th March 2014. These sections have been notified to come into effect from 1st April 2014. With the notification of these sections, now a total of 283 sections of the new Act stand notified.

With the notification of aforesaid sections , it can be assumed that relevant rules will also be notified shorlty as most of them are dependent on rules.

The sections remaining to be notified are related to National Financial Reporting Authority, Investor and Education Protection Fund, Compromise and arrangement, oppression and mismanagement, winding up , sick companies ,special courts, national company law tribunal. Majority of these sections are not notified due to pending case in Supreme court with respect to the National Company Law Tribunal.

Status as on date:

Total Section	Total Sections notified till date	Nos. of Section pending
470	283	187

The List of sections notified under Phase III along with title is given below:

Chapter 1 - Preliminary

Section 2 – Definitions

§ Clause (2) - Accounting Standards

§ Clause (7) - Auditing Standards

§ Clause (13) - Books of Accounts

§ Clause (31) - Deposits

§ Clause (41) - Financial year § Clause (42) - Foreign company

§ Clause (47) - Independent Director

§ Clause (48) - Indian Depository Receipt

§ Clause (62) - One Person Company

§ Clause (83) - Serious Fraud Investigation Office

§ Clause (85) - Small Company

§ Explanation (d) of clause (87)

Chapter II -Incorporation of Company and Matters Incidental Thereto

· Section 3 - Formation of a company

· Section 4 - Memorandum of a company

· Section 5 - Articles of a company

· Section 6 - Act to override memorandum and article

· Section 7 - Incorporation of a company [except sub- section (7)]

· Section 8 - Formation of a company with charitable objects [except sub- section (9)]

· Section 9 - Effect of registration

· Section 10 - Effect of memorandum and articles

· Section 11 - Commencement of business

· Section 12 - Registered office of the company

· Section 13 - Alteration of Memorandum

· Section 14 - Alteration of articles [except 2nd Proviso to (1) & (2)]

· Section 15 - Alteration of memorandum and articles to be noted in every copy

· Section 16 - Rectification of name of company

· Section 17 - Copies of memorandum and articles, etc. to be given to members · Section 18 - Conversion of company already registered

· Section 20 - Service of documents

Chapter III -Prospectus and Allotment of Securities

· Section 23(1) (b) & (2) - Public offer and private placement [remaining provisions already notified in 2nd phase]

· Section 25(3) - Documents containing offer of securities for sale to be deemed prospectus [remaining provisions already notified in 2nd phase]

· Section 26 - Matters to be stated in prospectus

· Section 27 - Variation in terms of contract or objects in prospectus

· Section 28 - Offer of sale of shares by certain members of company

· Section 33(3) - Issue of application forms for securities [remaining provisions already notified in 2nd phase]

· Section 35(1)(e) - Civil liability for misstatements in prospectus [remaining provisions already notified in 2nd phase]

· Section 39(4) - Allotment of securities by company [remaining provisions already notified in 2nd phase]

· Section 40(6) - Securities to be dealt with in stock exchanges [remaining provisions already notified in 2nd phase]

· Section 41 - Global depository receipt

· Section 42 - Offer or invitation for subscription of securities on private placement

Chapter IV – Share Capital and Debentures

· Section 43 - Kinds of share capital

· Section 46 - Certificate of shares

· Section 47 - Voting rights

· Section 52 - Application of premiums received on issue of shares · Section 53 - Prohibition on issue of shares at discount

· Section 54 - Issue of sweat equity shares

· Section 55 - Issue and redemption of preference shares [except sub section (3)]

· Section 56 - Transfer and transmission of securities

· Section 61 - Powers of limited company to alter its share capital [except proviso to (1)(b)]

· Section 62 - Further issue of share capital [ except sub section (4) to (6)]

· Section 63 - Issue of bonus shares

· Section 64 - Notice to be given to Registrar for alteration of share capital

· Section 67 - Restriction on purchase by company or giving of loans by it for purchase of its shares

· Section 68 - Power of company to purchase its own securities

· Section 70(2) - Prohibition for buy back in certain circumstances [remaining provisions already notified in 2nd phase]

· Section 71 - Debentures [except sub section (9) to (11)]

· Section 72 - Power to nominate

Chapter V - Acceptance of Deposits by Companies

· Section 73 - Prohibition on acceptance of deposits from public [except sub-section (4)]

· Section 74 (1) - Repayment of deposits, etc., accepted before commencement of this Act.

· Section 76 - Acceptance of deposits from public by certain companies

Chapter VI - Registration of Charges

· Section 77 - Duty to register charges, etc.

· Section 78 - Application for registration of charge

· Section 79 - Section 77 to apply in certain matters

· Section 80 – Date of notice of charge · Section 81 – Register of charges to be kept by Registrar

· Section 82 – Company to report satisfaction of charge

· Section 83 – Power of Registrar to make entries of satisfaction and release in absence of intimation from company

· Section 84 – Intimation of appointment of receiver or manager

· Section 85 – Company’s register of charges

· Section 87 - Rectification by Central Government in register of Charges

Chapter VII - Management and Administration

· Section 88 - Register of Members

· Section 89 - Declaration in respect of beneficial interest in any share

· Section 90 - Investigation of beneficial ownership of shares in certain cases

· Section 92 - Annual Return

· Section 93 - Return to be filed with Registrar in case promoters’ stake changes

· Section 94 - Place of keeping and inspection of registers, returns, etc

· Section 95 - Registers, etc, to be evidence

· Section 96 - Annual general meeting

· Section 100 (6) - Calling of extraordinary general meeting [remaining provisions already notified in 2nd phase]

· Section 101 - Notice of meeting

· Section 105 - Proxies [3rd & 4th proviso to sub - section (1) & (7)] [remaining provisions already notified in 2nd phase]

· Section 108 - Voting through electronic means

· Section 109 - Demand for poll

· Section 110 - Postal ballot · Section 113 (1) (b) - Representation of Corporations at Meeting of Companies and of Creditors [remaining provisions already notified in 2nd phase]

· Section 115 - Resolutions requiring Special Notice

· Section 117 - Resolutions and agreements to be filed

· Section 118 - Minutes of proceedings of general meeting, meeting of Board of Directors and other meeting and resolutions passed by postal ballot

· Section 119 - Inspection of minute-books of General Meeting [except sub- section (4)]

· Section 120 - Maintenance and inspection of documents in electronic form

· Section 121 - Report on annual general meeting

· Section 122 - Applicability of this Chapter to One Person Company

Chapter VIII - Declaration and Payment of Dividend

· Section 123 - Declaration of Dividend

· Section 126 - Right to dividend, rights shares and bonus shares to be held in abeyance pending Registration of transfer of shares

Chapter IX - Accounts of Companies

· Section 128 - Books of account, etc, to be kept by company

· Section 129 - Financial statement

· Section 134 - Financial statement, Board’s report, etc

· Section 136 - Right of member to copies of Audited Financial Statement

· Section 137 - Copy of financial statement to be filed with Registrar

· Section 138 - Internal audit

Chapter X - Audit and Auditors

· Section 139 - Appointment of auditors

· Section 140 - Removal, resignation of auditor and giving of special notice [except 2nd proviso to sub-section (4) & (5)]

· Section 141 - Eligibility, qualifications and disqualifications of auditors

· Section 142 - Remuneration of auditors

· Section 143 - Powers and duties of auditors and auditing Standards

· Section 144 - Auditor not to render certain services

· Section 145 - Auditor to sign audit reports, etc

· Section 146 - Auditors to attend general meeting

· Section 147 - Punishment for contravention

· Section 148 - Central Government to specify audit of items of cost in respect of certain companies

Chapter XI - Appointment and Qualifications of Directors

· Section 149 - Company to have Board of Directors

· Section 150 - Manner of selection of independent directors and maintenance of data bank of Independent Directors

· Section 151 - Appointment of Directors elected by Small Shareholders

· Section 152 - Appointment of Directors

· Section 153 - Application for allotment of Director Identification Number

· Section 154 - Allotment of Director Identification Number

· Section 155 - Prohibition to obtain more than one Director Identification Number

· Section 156 - Director to intimate Director Identification Number

· Section 157 - Company to inform Director Identification Number to Registrar

· Section 158 - Obligation to indicate Director Identification Number

· Section 159 - Punishment for contravention

· Section 160 - Right of persons other than retiring directors to stand for directorship · Section 161(2) - Appointment of Additional Director, Alternate Director and Nominee Director [remaining

provisions already notified in 2nd phase]

· Section 164 - Disqualifications for appointment of director

· Section 165 - Number of directorships

· Section 166 - Duties of directors

· Section 167 -Vacation of office of Director

· Section 168 - Resignation of Director

· Section 169 - Removal of Directors [except sub- section (4)]

· Section 170 - Register of Directors and Key Managerial Personnel and their shareholding

· Section 171 – Members right to Inspect

· Section 172 - Punishment

Chapter XII – Meetings of Board and its Powers

· Section 173 - Meetings of Board

· Section 174 – Quorum for meetings of Board

· Section 175 - Passing of Resolution by Circulation

· Section 177 - Audit Committee

· Section 178 - Nomination and Remuneration Committee and Stakeholders Relationship Committee

· Section 179 - Powers of Board

· Section 184 - Disclosure of interest by Director

· Section 186 - Loan and Investment by Company

· Section 187 - Investments of company to be held in its own name

· Section 188 - Related Party Transactions

· Section 189 - Register of contracts or arrangements in which directors are interested · Section 190 - Contract of employment with Managing or Whole-time Directors

· Section 191 - Payment to director for loss of office, etc, in connection with transfer of undertaking property or shares

· Section 193 - Contracts by One Person Company

Chapter XIII - Appointment and Remuneration of Managerial Personnel

· Section 196 - Appointment of Managing director, Whole-time Director or Manager

· Section 197 - Overall maximum Managerial Remuneration and Managerial remuneration in case of absence or inadequacy of profits

· Section 198 - Calculation of Profits

· Section 199 - Recovery of remuneration in certain cases

· Section 200 - Central Government or company to fix a limit with regard to remuneration

· Section 201 - Forms of and procedure in relation to certain applications

· Section 203 - Appointment of key managerial personnel

· Section 204 - Secretarial audit for bigger companies

· Section 205 - Functions of company secretary

Chapter XIV – Inspection, Inquiry and Investigation

· Section 206 - Power to call for information, inspect books and conduct inquiries

· Section 207 - Conduct of inspection and inquiry

· Section 208 - Report on inspection made

· Section 209 - Search and seizure

· Section 210 - Investigation into affairs of company

· Section 211 - Establishment of Serious Fraud Investigation Office

· Section 212 - Investigation into affairs of Company by Serious Fraud Investigation Office [except references of sub-sections (10) of section 66, sub-section (5) of section 140, section 213, sub-section (1) of sections 251 and sub-section (3) of section 339 made in sub-section (6) and also sub-sections (8) to (10)]

· Section 214 - Security for payment of costs and expenses of investigation

· Section 215 - Firm, body corporate or association not to be appointed as inspector

· Section 216 - Investigation of ownership of company [ except sub-section (2)]

· Section 217 - Procedure, powers, etc, of inspectors

· Section 219 - Power of inspector to conduct investigation into affairs of related companies, etc

· Section 220 - Seizure of documents by inspector

· Section 223 - Inspector’s report

· Section 224 - Actions to be taken in pursuance of inspector’s report [ except sub – section (2) & (5)]

· Section 225 - Expenses of investigation

· Section 228 - Investigation etc of foreign companies

· Section 229 - Penalty for furnishing false statement, mutilation, destruction of documents

Chapter XXI – Companies Authorised to Register Under this Act

· Section 366 – Companies capable of being registered

· Section 367 – Certificate of registration of existing companies

· Section 368 – Vesting of property on registration

· Section 369 – Saving of existing liabilities

· Section 370 – Continuation of pending legal proceedings (except proviso)

· Section 371 - Effects of registration under this part

· Section 374 – Obligation of companies registering under this part

Chapter XXII - Companies Incorporated Outside India

· Section 380 - Documents, etc, to be delivered to Registrar by foreign companies · Section 381 - Accounts of foreign company

· Section 384 - Debentures, annual return, registration of charges, books of account and their inspection

· Section 385 - Fee for registration of documents

· Section 386(a) – Interpretation [remaining provisions already notified in 2nd phase]

· Section 387 - Dating of prospectus and particulars to be contained therein

· Section 388 - Provisions as to expert’s consent and allotment

· Section 389 - Registration of prospectus

· Section 390 - Offer of Indian Depository Receipts

· Section 391(1) - Application of sections 34 to 36 and Chapter XX

· Section 392 - Punishment for contraventions

· Section 393 - Company’s failure to comply with provisions of this Chapter not to affect validity of contracts,etc

Chapter XXIII - Government Companies

· Section 395 - Annual Reports where one or more State Governments are members of companies

Chapter XXIV – Registration Offices and Fees

· Section 396 - Registration offices

· Section 397 - Admissibility of certain documents as evidence

· Section 398 - Provisions relating to filing of applications, documents, inspection, etc, in electronic form

· Section 399 - Inspection, production and evidence of documents kept by Registrar [except reference of word Tribunal in sub section (2)]

· Section 400 - Electronic form to be exclusive, alternative or in addition to physical form

· Section 401 - Provision of value added services through electronic form

· Section 402 - Application of provisions of Information Technology Act, 2000 · Section 403 - Fee for filing, etc

· Section 404 - Fees, etc, to be credited into public account

Chapter XXVI – Nidhis

· Section 406 - Power to modify Act in its application to Nidhis

Chapter XXVIII - Special Courts

· Section 442 - Mediation and Conciliation Panel

Chapter XXIX – Miscellaneous

· Section 454 - Adjudication of penalties

· Section 455 - Dormant Company

· Section 464 - Prohibition of association or partnership of persons exceeding certain number

Schedule I - Memorandum of Association

Schedule II - Useful lives to compute depreciation

Schedule III - General instructions for preparation of Balance sheet and Statement of Profit & Loss

Schedule IV - Code of Independent Directors

Schedule V - Conditions to be fulfilled for the appointment of a Managing or Whole-time Director or a Manager without approval of the Central Government

Schedule VI - Infrastructural Projects or Infrastructural facilities – specification of activities to be included

CORPORATE COMPLIANCE EXECUTIVE CERTIFICATE

CORPORATE COMPLIANCE EXECUTIVE CERTIFICATE 

The Institute launched the ‘Corporate Compliance Executive Certificate’ in terms of Chapter IVA (Regulation 28A & 28B) of the Company Secretaries Regulations, 1982 on 4th October, 2013. 

ELIGIBILITY FOR AWARD OF CORPORATE COMPLIANCE EXECUTIVE CERTIFICATE

A person who – 

• is currently registered as a student of the Company Secretaryship course of the Institute; 
• has completed at least one group of the Intermediate/one module of Executive Programme Examination of the Company Secretaryship Course, and 
• has completed a training of Six months under Regulation 28A  of the Company Secretaries Regulations, 1982, which may include skill oriented practical /class room training for two weeks. 

PROCEDURE

An eligible student may apply for award of Corporate Compliance Executive Certificate by submitting an application in specified format (available on the website of the Institute www.icsi.edu ), after making payment of a fee of Rs 2000 (two thousand only), either in cash or by Demand Draft in favour of ‘The Institute of Company Secretaries of India’ payable at New Delhi. 

STATUS OF HOLDER OF CORPORATE COMPLIANCE EXECUTIVE CERTIFICATE 

The student who is awarded Corporate Complinace Executive Certificate of the Institute shall be entitled to use the descriptive letters "Corporate Complinace Executive".

The grant of Certificate of Corporate Compliance Executive Certificate shall not confer on the Corporate Compliance Executive the rights of  a member, nor entitle him to claim membership of the Institute.

VALIDITY OF CERTIFICATE

The Corporate Compliance Executive certificate is valid for a period of three years (financial years) and is renewable on completion of four Programme Credit Hours (PCH) and payment of requisite fee as the Council may determine from time to time. 

OTHER DETAILS

• The student shall have to complete the course of Corporate Compliance Executive Certificate including the training requirements within the registration period.
• The student having awarded the Corporate Compliance Executive Certificate may continue to pursue the regular Company Secretaryship course if he so desires.
• Except to the extent provided in this Chapter IVA (Regulations 28A & 28B) of the Company Secretaries Regulations, 1982 or as decided by the Council from time to time, regulations in Chapter IV and VI relating to `Registered Students’ and `Examinations’ shall mutatis-mutandis apply to the ‘Corporate Compliance Executive Certificate Course’. 
• A student after having awarded the Corporate Compliance Executive Certificate shall secure four Programme Credit Hours (PCH) as the Council may determine from time to time, for renewal of Corporate Compliance Executive Certificate. 

There shall be no exemption from training.

**********

Link of ICSI website for details

ANNOUNCEMENT ON INCREASE IN MINIMUM AMOUNT OF STIPEND PAYABLE TO STUDENTS DURING TRAINING

The Council of the Institute at its 220th meeting held on 20.12.2013 has revised and fixed separately the minimum amount of stipend payable to Executive Pass students and Professional Pass students as under:

Trainer	Executive Pass (Rs./per month)	Professional Pass (Rs./per month)
Company Secretary in Practice	3000	4000
Companies and other Organisations	4000	5000

The revised amount of stipend shall be effective from 1st April, 2014.

 Link for the notification by ICSI
*********

Foreign Direct Investment (FDI) into a Small Scale Industrial Undertakings (SSI) / Micro & Small Enterprises (MSE) and in Industrial Undertaking manufacturing items reserved for SSI/MSE

RESERVE BANK OF INDIA 

Foreign Exchange Department 

Central Office 

Mumbai - 400 001 

 

 

/2013-14/498 February 20, 2014 

 

A.P.RBI (DIR Series) Circular No.107 

 

To 

All Category – I Authorised Dealer Banks 

Madam / Sir, 

 

Foreign Direct Investment (FDI) into a Small Scale Industrial Undertakings (SSI) / Micro & Small Enterprises (MSE) and in Industrial Undertaking manufacturing items reserved for SSI/MSE 

 

Attention of Authorised Dealer Category – I (AD Category-I) banks is invited to Schedule 1 of the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2000 notified by the Reserve Bank vide Notification No. FEMA. 20/2000-RB dated 3rd May 2000, as amended from time to time. 

 

2. In terms of the Schedule 1 of the Notification, ibid, an Indian company which is a small scale industrial unit and which is not engaged in any activity or in manufacture of items included in Annex A, may issue shares or convertible debentures to a person resident outside India, to the extent of 24% of its paid -up capital provided that such company may issue shares in excess of 24% of its capital if:  (a) it has given up its small scale status, 

(b) it is not engaged or does not propose to engage in manufacture of items reserved for small scale sector, and (c) it complies with the ceilings specified in Annex B to Schedule I of the Notification. 

 

3. With the promulgation of the Micro, Small and Medium Enterprises Development (MSMED) Act, 2006, the extant policy for foreign direct investment (FDI) in Small Scale Industrial unit and in a company which has de-registered its small scale industry status and is not engaged or does not propose to engage in manufacture of items reserved for small scale sector, has since been reviewed and it has been decided that; 

 

(i) a company which is reckoned as Micro and Small Enterprises (MSE) (earlier Small Scale Industries) in terms of MSMED Act, 2006 and not engaged in any activity/sector mentioned in Annex A to schedule 1 to the Notification, ibid may issue shares or convertible debentures to a person resident outside India, subject to the limits prescribed in Annex B to schedule 1, in accordance with the entry routes specified therein and the provision of Foreign Direct Investment Policy, as notified by the Ministry of Commerce & Industry, Government of India, from time to time. (ii) any Industrial undertaking, with or without FDI, which is not an MSE, having an industrial license under the provisions of the Industries (Development & Regulation) Act, 1951 for manufacturing items reserved for manufacture in the MSE sector may issue shares in excess of 24 per cent of its paid up capital with prior approval of the Foreign Investment Promotion Board of the Government of India. 

 

4. Further, in terms of the provisions of MSMED Act, (i) in the case of the enterprises engaged in the manufacture or production of goods pertaining to any industry specified in the first schedule to the Industries (Development and Regulation) Act, 1951, a micro enterprise means where the investment in plant and machinery does not exceed twenty five lakh rupees; a small enterprise means where the investment in plant and machinery is more than twenty five lakh rupees but does not exceed five crore rupees; (ii) in the case of the enterprises engaged in providing or rendering services, a micro enterprise means where the investment in equipment does not exceed ten lakh rupees; a small enterprise means where the investment in equipment is more than ten lakh rupees but does not exceed two crore rupees. 

 

5. Copy of Press Note No. 6(2009) dated September 4, 2009 issued by Department of Industrial Policy and Promotion (DIPP), Ministry of Commerce & Industry, Government of India in this regard is enclosed. 

 

6. AD Category - I banks may bring the contents of the circular to the notice of their customers/constituents concerned. 

 

7. Reserve Bank has since amended the Regulations and notified vide Notification No. FEMA. 230/2012-RB dated May 29, 2012, notified vide. G.S.R. No.797(E) dated October 30, 2012 read with Corrigendum dated September 10, 2013 notified vide. G.S.R. No.624(E) dated September 12, 2013 . 

8. The directions contained in this circular have been issued under sections 10(4) and 11(1) of the Foreign Exchange Management Act, 1999 (42 of 1999) and are without prejudice to permissions / approvals, if any, required under any other law. 

Yours faithfully, 

 

 (Rudra Narayan Kar) 

 Chief General Manager In-Charge