Extension of time for AGMs granted for companies in Jammu and Kashmir affected by floods to hold delayed meetings.
Registrar of Companies Jammu and Kashmir is directed to invoke the third proviso to section 96(1) of the Companies Act, 2013 and grant an extension of time to companies registered in the State that could not hold their Annual General Meetings (other than first AGMs) for the 2013-14 financial year due to the September 2014 floods, as administrative relief for the disruption caused.

Company Law Settlement Scheme extension announced; scheme extended through end of December under Ministry of Corporate Affairs approval.
Extension of the Company Law Settlement Scheme, 2014 is announced following stakeholder requests and prior circulars; the Ministry, with competent authority approval, extends the scheme's availability and directs Regional Directors, Registrars of Companies and other stakeholders to note the extension and to publish the circular on the Ministry's website.

Foreign Currency Bonds exemption: Chapter III not applicable when issued exclusively to non residents under Scheme and RBI regulations.
Where an Indian company issues Foreign Currency Convertible Bonds (FCCBs) or Foreign Currency Bonds (FCBs) exclusively to persons resident outside India in accordance with the Scheme of 1993 and applicable Reserve Bank of India directions/regulations, the provisions of Chapter III of the Companies Act, 2013 shall not apply to such an issue unless the Scheme or RBI directions/regulations otherwise provide.

Cost audit filing extension: deadline extended without penalty; CRA-2 to be made available online and Form 23C filers exempt.
The Ministry extended the filing deadline for Form CRA-2 without penalty due to delayed availability of the form on the MCA website and stated that CRA-2 will be made available online. Companies that have filed Form 23C for appointment of a Cost Auditor for the financial year need not file Form CRA-2 anew for that year.

Director disqualification immunity limited to prospective defaults for companies filing before the CLSS 2014 launch.
The Ministry clarifies that for companies that filed balance sheets and annual returns on or after 01/04/2014 but prior to launch of CLSS 2014, disqualification under clause (a) of sub section (2) of section 164 shall apply only to prospective defaults by such companies.

Company Law Settlement Scheme extension: scheme period extended to permit additional applications under the prior circular.
The Ministry of Corporate Affairs extended the Company Law Settlement Scheme (CLSS-2014), continuing the operative effect of General Circular No. 34/2014 in response to stakeholder requests and notifying Regional Directors, Registrars of Companies and stakeholders, with directions to publish the circular on the Ministry website.

Consolidated Financial Statement: disclosures must be consolidation specific, not mere repetition of standalone notes.
Preparation of a Consolidated Financial Statement requires disclosures specific to the consolidated view and not mere repetition of standalone disclosures; Schedule III and applicable accounting standards mandate that notes address consolidation-specific matters, group-level balances and transactions, and information necessary for a fair presentation of the group's financial position and performance.

Directorship deposit refund clarified: board discretion to forfeit or refund deposits when voting threshold is not met.
The Ministry clarifies that when a candidate for directorship in a not for profit company fails to obtain the prescribed voting threshold, the board of directors of that company shall decide whether the deposit made by or on behalf of that candidate is to be forfeited or refunded.

Corporate Social Responsibility rule amendment: amendment to Rule 4(6) supersedes prior clarification and omits earlier guidance.
Clarification: the Companies (Corporate Social Responsibility Policy) Rules, 2014 were amended by notification dated 12.09.2014 to modify Rule 4(6); consequently, clarification (iv) in General Circular No. 21 of 2014 dated 18.06.2014 is omitted and the amended rule supersedes that prior explanatory guidance for CSR compliance.

Comptroller and Auditor-General appointment power affirmed for auditors in government-controlled companies under companies law, directing audit manner.
The Order clarifies that the Comptroller and Auditor-General shall appoint the auditor under the auditor-appointment provision and direct the manner in which the accounts of Government companies and companies owned or controlled by the Central and/or State Governments are required to be audited.

Capitalization of costs: borrowing and delay-related expenses cannot be capitalized; part capitalization allowed when a unit is ready.
Clarification states that under AS 10 and AS 16, only expenditures that increase the worth of fixed assets may be capitalized; costs, including borrowing costs, incurred during an extended delay after a plant is otherwise ready for commercial production must not be capitalized. AS 16 allows part capitalization where a unit is ready and capable of use while other units remain under construction. These rules apply to both cost-plus and competitive-bid power projects.

Company Law Settlement Scheme lets defaulting companies regularise filings with reduced additional fees and obtain immunity certificates.
The Company Law Settlement Scheme, 2014 permits defaulting companies with documents due up to 30 June 2014 to file belated annual returns and financial statements between 15 August and 15 October 2014, pay statutory fees plus an additional fee equal to 25% of the actual additional fee, withdraw related appeals, and apply for an immunity certificate from prosecution; inactive companies may apply for dormant status or striking off at 25% of the relevant fees, while specified forms and companies already facing striking off or vanishing company processes are excluded.

C&AG audit applicability: deemed Government companies covered; companies must notify C&AG of incorporation for first auditor appointment.
Deemed Government companies are covered under sub sections (5) and (7) of section 139 of the Companies Act, 2013 for audit appointment by the CAG. The words "owned or controlled" in those subsections are to be read with the definition of control in section 2(27), so documents evidencing control are relevant to coverage. The company must primarily intimate incorporation details to the CAG immediately and also inform the relevant government so it may request appointment of first auditors.

Related party definition clarified: insertion of 'or his relative' after manager to harmonise scope under the Act.
Clarifies the statutory definition of related party by inserting the phrase "or his relative" after the word "manager" in clause (76)(iv) to harmonise the definition across sub clauses and ensure managers and their relatives are captured consistently as related parties.

Transitional validity of resolutions under old companies law permitted if implementation began earlier and amendments follow new law.
Resolutions approved under the Companies Act, 1956 between 1st September, 2013 and 31st March, 2014 may be implemented under the Old Act notwithstanding repeal, provided implementation actually commenced before 1st April, 2014. The transitional arrangement remains available until the later of one year from passing of the resolution or six months from commencement of the corresponding provision in the Companies Act, 2013, and any amendment of such resolutions must be made in accordance with the relevant provision of the Companies Act, 2013.

Reserved name validity extended to align reservation letters with system implementation and reduce stakeholder inconvenience.
Extension of reserved name validity to remedy a discrepancy between letters of intimation and MCA-21 implementation: 1,930 expired reservations are extended to 18 August 2014, and 6,864 pending reservations will retain the time periods stated in their intimations; applicants should file relevant e-forms for incorporation under the Companies Act, 2013 within the applicable reservation periods.

Related party transactions: voting exclusion limited to parties related to the specific contract; restructuring and pre-existing contracts exempt.
The circular confines the voting prohibition to parties related only with respect to the specific contract for which a special resolution is sought, excludes transactions arising from compromises, arrangements and amalgamations from the ambit of section 188, and preserves existing contracts entered into under the prior regime until their original term expires; modifications to such contracts on or after 1 April 2014 must comply with section 188 requirements.

Emblems and Names Act compliance: registrars must ensure company and LLP names do not contravene the Act.
Registration of corporate names must conform to the Emblems and Names (Prevention of Improper Use) Act, 1950; Registrars of Companies and Regional Directors are directed to ensure proposed names for Companies and Limited Liability Partnerships do not contravene the Act, to exercise due care in name allotment, and to be fully familiar with the Act's provisions so that its prohibitions are applied in routine name-allotment procedures.

Related party definition amendment clarifies conjunctive holding requirement, altering 'or' to 'and' for applicability in companies law
The order amends the definition of related party by substituting the word "and holds" for "or holds" in sub clause (v) of clause (76) of section 2, clarifying that the sub clause requires a conjunctive holding; the change is made under the power to remove difficulties and takes effect on publication in the Official Gazette.

STP processing of MGT-14 clarified: excludes change of name, object, further issue of capital and conversion.
The circular mandates that e form MGT-14 be processed and taken on record via the Straight Through Process in all cases except filings for change of name, change of object, resolutions for further issue of capital, and conversion of companies; the measure aims to simplify procedures and ensure timely disposal of e forms, with reference to penal provisions for false declaration.