Form DPT4 filing extension granted, companies allowed additional time to submit deposit statements without extra fee.
Ministry clarifies that companies required to file a statement of existing deposits via Form DPT4 under the Companies (Acceptance of Deposits) Rules are granted an additional two months to file with the Registrar without payment of any additional fee, and directs placement of this circular on the Ministry website.

Commodity Exchange name usage requirement: firms must furnish a No Objection Certificate before using the term.
Use of the words Commodity Exchange in a company's registered name is permitted only where the applicant furnishes a No Objection Certificate from the Forward Markets Commission; all other applicable requirements of the Companies (Incorporation) Rules, 2014 remain applicable. The NOC obligation also applies to companies registered with the words prior to the circular, which must produce the Forward Markets Commission certificate.

Residency requirement for company directors: proportionate days apply from commencement; resident director timing set for new incorporations.
Section 149(3) creates a residency requirement for at least one director, with the first year of compliance reckoned from commencement of the provision and the required stay for that initial calendar year calculated on a proportionate basis; transitional appointment timelines for newly incorporated companies vary by incorporation date, requiring early or immediate appointment of a resident director.

Fiduciary shareholding excluded from associate-company determination under section 2(6), clarifying it shall not be counted.
Shares held by a company in another company in a fiduciary capacity shall not be counted for the purpose of determining the relationship of "associate company" under section 2(6) of the Companies Act, 2013; the circular continues earlier guidance and provides regulatory clarification isolating fiduciary or custodial holdings from ownership/control tests.

Subsidiary status for foreign companies clarified: subsidiaries may be private or public and retain prior incorporation status.
A company incorporated outside India may incorporate subsidiaries in India as either a private company or a public company under the Companies Act, 2013; existing subsidiaries that acquired their status under the earlier Companies Act will continue with the same incorporation status on transition to the New Act, notwithstanding the absence of the former deeming provision.

Form MGT-7 applicability clarified: earlier financial years may use prior annual return forms; inspections permitted free pending company fee specification.
Form MGT-7 does not apply to companies whose financial year closed on or before the cut off; those companies must file returns in the Form applicable under the Companies Act, 1956. Where a company has not specified an inspection fee in its Articles, inspections may be allowed without levy of any fee pending specification of the requisite fee.

Corporate social responsibility spending must align with Schedule VII, using project-based activities and excluding routine statutory or one-off expenses.
Corporate social responsibility under section 135 of the Companies Act, 2013 is to be implemented through activities relatable to Schedule VII, with Schedule VII interpreted liberally to capture the essence of the listed subjects. CSR spending must be undertaken in project or programme mode, and one-off events, advertisements, sponsorships and similar isolated activities do not qualify as CSR expenditure. Expenditure incurred to satisfy obligations under other laws is excluded. The circular also clarifies the treatment of foreign holding company spending routed through an Indian subsidiary, registered trusts, and corpus contributions to trusts, societies and section 8 companies.

E-voting: electronic votes take precedence; show-of-hands and poll demands are inapplicable and e-votes remain final.
The circular postpones mandatory compliance with the e-voting provisions under Section 108 and rule 20 until 31st December, 2014 and provides operational clarifications: show of hands is excluded where rule 20 applies; e-votes are final though voters may still attend meetings; items falling under the postal-ballot rule must be transacted only by postal ballot; demand for poll is not relevant for companies covered by rule 20 because e-voting follows the one-share one-vote principle; no separate postal-ballot option exists for shareholders who neither attend nor e-vote; the chairperson must regulate meeting voting in accordance with share-proportion; voluntary adoption of e-voting by non-mandated companies invokes the full rule 20 procedure.

Share transfer compliance: pre-reform transfer forms are acceptable if timely; boards may delegate duplicate-certificate powers to committees.
Clarifications state that share transfer forms executed before 1 April 2014 are contractual and must be accepted for registration if submitted within the period prescribed under the prior law; late submissions require company satisfaction as to delay, and refusal must be communicated with reasons within the time prescribed. Powers under rule 6(2)(a) to issue duplicate share certificates may be delegated to a committee of directors, subject to board-imposed regulations.

Conversion of public to private: file and process under existing Companies Act provisions until new rules are notified.
Where the new Act's provisions for conversion have not been notified, the earlier statutory provisions continue to govern conversion of a public company to a private company; therefore applications, including Form INC-27, must be filed and disposed of by Registrars of Companies under the existing delegated authority and prior law.

Form MGT-10 filing: physical submission with professional certification and attachment to GNL-2 until e-form available.
Stakeholders must physically complete Form MGT-10, obtain professional signature/certification, and submit it as an attachment to General E-Form No. GNL-2 until an electronic MGT-10 is made available; fees applicable will follow the Table of Fees under the Companies (Registration Offices and Fees) Rules, 2014.

PAN requirement for foreign nationals: declaration allowed when no PAN; resident directors must provide PAN at incorporation.
A foreign national subscriber or promoter who lacks a Permanent Account Number (PAN) must attach a prescribed proforma declaration to the incorporation form stating they are not required to obtain PAN, have not been issued PAN, and will furnish PAN to the Registrar of Companies when allotted; a proposed company's resident director must submit PAN details at incorporation.

Independent director pecuniary relationship clarified: arm's length transactions and specified remuneration do not disqualify appointment.
An independent director is not treated as having a pecuniary relationship where transactions are in the ordinary course of business at arm's length; receipt of fees under section 197(5), reimbursement of expenses, and member approved profit commission are excluded. Existing IDs must be expressly reappointed under sections 149(10)/(11) read with Schedule IV within one year of 1 April 2014 if so intended. Terms under section 149(10) may be for less than five years but count as one term; no more than two consecutive terms are permitted and a three year cooling off applies. Appointment must be formalized by a letter under Schedule IV.

Transitional exercise of Tribunal functions permits Company Law Board to exercise tribunal powers until notification under the new Act.
The Order provides for transitional exercise of Tribunal functions by the existing Company Law Board: until the Central Government notifies a date under the new Act's transitional provisions, the Company Law Board constituted under the previous statute shall exercise the jurisdiction, powers, authority and functions of the Tribunal, ensuring administrative continuity pending formal transfer under the new Companies Act framework.

Transitional jurisdiction preserved under existing administrative board to maintain corporate adjudication until tribunal is established.
The Order provides that, until the statutory adjudicatory tribunal is constituted, the existing Board of Company Law Administration shall exercise the jurisdiction, powers, authority and functions assigned by the first proviso to clause (41) of the Act, ensuring continuity of corporate adjudicatory competence and administrative authority pending the tribunal's establishment.

Jurisdiction of Company Law Board continues to exercise powers under Section 73 until tribunal notification.
The Central Government directs that until a date is notified for establishing the successor tribunal, the Company Law Board constituted under the earlier statute shall exercise the jurisdiction, powers, authority and functions under subsection (4) of Section 73 of the Companies Act, 2013, ensuring continuity of administrative and adjudicatory functions related to the regulation of deposits and associated compliance until the new authority is notified.

Corrigendum to Companies (Removal of Difficulties) Order correcting the notified nomenclature and title in the original notification.
Corrigendum to notification S.O. 1177(E) dated 29th April, 2014 directs that, in line six, the wording "(1) This order may be called the Companies (Removal of Difficulties) Second Order, 2014" shall be read as "(1) This order mab be called the Companies (Removal of Difficulties) Order, 2014"; recorded under F. No. 2/6/2014-CL-V and signed by Joint Secretary Amardeep Singh Bhatia.

Reserved company names validity extended for an additional short period following issuance of the administrative circular.
Approval is conveyed to extend the continuity of all names reserved as on 31st March, 2014 for a further fifteen day period from the date of issue of this circular, preserving their reserved status for that additional short period.

PAN requirement for foreign nationals: passport and undertaking suffice when PAN is not mandatorily required under tax law.
PAN is required for foreign nationals only if they are mandatorily required to have PAN under the Income Tax Act on the date of application; otherwise the foreign national may provide passport number and a proforma undertaking declaring PAN is not mandatory, that no PAN has been issued, and to furnish PAN to the Registrar of Companies when issued.

Reservation of company name validity extended; affected applicants must file incorporation e-forms before the extended deadline.
Validity of all company name reservations expiring between 1 April 2014 and 28 April 2014 is extended to 31 May 2014 due to unavailability of MCA21 services; affected applicants are advised to file the relevant e-forms for incorporation under the Companies Act, 2013 within the extended period.