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Circulars
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37/2011 - 07-06-2011 Companies Law
Filing of Balance Sheet & Profit & Loss Account in eXtensible Business Reporting Language (XBRL) mode
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XBRL filing requirement mandates specified classes of companies to submit financial statements electronically, with exemptions and transitional fee relief.
Mandates filing of Balance Sheet, Profit & Loss Account and related reports in XBRL format for specified classes of companies from 2010-11, with listed companies and their Indian subsidiaries and companies meeting prescribed capital or turnover criteria covered in Phase I; banks, insurance firms, power companies and NBFCs are exempted until further orders. The Ministry has published taxonomies, business rules and validation tools and will provide an XBRL filing module on MCA 21. Transitional relief allows Phase I companies with AGMs before a set date to file by an extended date without additional fee; training contacts are provided.
36/2011 - 07-06-2011 Companies Law
Guidelines for Fast Track Exit mode for defunct companies under section 560 of the Companies Act, 1956
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Fast Track Exit for defunct companies enables streamlined striking off following prescribed certification, affidavit and notice procedures.
Fast Track Exit provides a streamlined procedure for striking off defunct companies with nil assets and liabilities: apply electronically in Form FTE with a filing fee; submit certification by a practising professional, director affidavits, notarised indemnity bonds, and a recent certified statement of account; Registrar issues a thirty day show cause notice and posts applications for public objection; regulators and tax authorities are notified; absent objections and on satisfaction, the Registrar strikes the name off the register and publishes dissolution in the Official Gazette.
DRAFT COMPANIES (DEMATERIALIZATION OF CERTIFICATES) RULES, 2011
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Dematerialization requirement: public companies must hold and convert public securities into dematerialized form under the Depositories Act.
Public companies and their subsidiaries that have raised funds from the public through shares, debentures, deposits, stock, bonds or other financial instruments must issue and maintain those instruments in dematerialized form in accordance with the Depositories Act, 1996 and related regulations, and must convert existing physical certificates into dematerialized form by the prescribed conversion deadline.
35/2011 - 06-06-2011 Companies Law
Green Initiatives in the Corporate Governance – Clarification regarding participation by shareholders or Directors in meetings under the Companies Act, 1956 through electronic mode.
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Electronic participation in corporate meetings: video conferencing mandatory for listed companies after transitional period, and e-voting restricted to certified depositories.
Participation by shareholders and directors under the Companies Act, 1956 may occur through electronic means; video conferencing is not mandatory for directors, is optional for shareholders during a transitional period and mandatory thereafter for listed companies. Companies choosing video conferencing must comply with the procedures in the Ministry's earlier circulars and ensure chairman and secretary verify equipment that enables concurrent, intermediary free participation. E voting at general meetings is permitted only through specified depository agencies which must obtain STQC certification.
Settlement of prosecutions cases – regarding
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Compounding of corporate prosecutions encouraged through Lok Adalats; RDs and ROCs to review and process eligible cases
Regional Directors and Registrars of Companies must organize Lok Adalats to facilitate compounding applications under Section 621A, accept and decide compounding petitions where empowered, forward others to the Ministry, and publicize invitations broadly. ROCs/ RDs must review pending prosecutions to withdraw cases against nominee/independent directors not liable, pursue withdrawal where no public interest exists in nonfiling cases, consider prosecutions against firms applying for striking off, submit monthly recommendations, and ensure the prosecution module is updated and reported.
Processing of investor complaints against listed companies in SEBI Complaints Redress System (SCORES)
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Investor complaint processing through SCORES requires electronic ATR submission; failure to upload is treated as non-redressal of complaints.
SEBI requires centralised electronic processing of investor complaints through SCORES: companies must use issued credentials to view complaints and upload ATRs and supporting documents online; physical ATRs are not accepted for complaints in SCORES. If an RTI/STA processes complaints for a company, the company must notify SEBI via the Annexure so credentials can be provided; failure by the company or authorised RTI/STA to upload ATRs will be treated as non-redressal of the complaint.
Periodical Report – Grant of prior approval to members of stock exchanges/sub-brokers
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Change in control now requires SEBI prior approval; stock exchanges must report other member status changes quarterly.
SEBI dispensed with the general prior-approval requirement for members and sub-brokers to change status or constitution but retained a prior-approval requirement for any change in control. Stock exchanges must continue to grant approvals for specified changes (corporate restructuring, director changes under regulatory provisions, legal form conversions, partner changes, etc.) and submit quarterly periodical reports to SEBI in the prescribed Annexure A format, following specified procedural guidelines and reporting channels.
Redemption of Indian Depository Receipts (IDRs) into Underlying Equity Shares
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Redemption restrictions on IDRs: permitted only when IDRs are infrequently traded with mandated announcement and processing timelines.
Redemption of IDRs into underlying shares is permitted only after the initial lock in and solely when IDRs are deemed infrequently traded under a six month trading turnover test; issuers must test liquidity semi annually, treat a qualifying low liquidity result as the redemption trigger, make prescribed public announcements and exchange notifications, accept applications during the announced window, complete redemptions within the stipulated processing period, and have the domestic depository notify revised shareholding patterns upon completion.
Amendment of para3.11.8 of HBP Vol I( 2009-14).
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Declaration of intent on Free Shipping Bills now required to claim FTP chapter benefits, with exemptions for other schemes.
A Declaration of Intent - "We intend to claim chapter 3 benefits" - must be stated on Free Shipping Bills to be eligible for Chapter 3 FTP benefits; this declaration is not required for schemes under Chapter 4 (including drawback), Chapter 5 or Chapter 6. For products or markets newly included for Chapter 3 benefits, a one month grace period from the date of decision/notification/public notice applies, after which the declaration is mandatory; exports made prior to the decision/notification/public notice do not require the declaration.
Amendment in the Hand Book of Procedures, Vol.1; specifically in the ANF 3B.
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Served From India Scheme revised ANF 3B introduced with EDI filing, updated appendix applicability and documentation requirements.
Revised ANF 3B is mandated for claiming Served From India Scheme benefits, replacing the previous form in HBP Vol.1. Applicants earning foreign exchange under the prior and amended appendices must use this form; it requires applicant and RCMC details, service category per applicable appendix, fixed application frequency for the financial year, detailed foreign exchange entries across Para 9.53 supply categories, total in rupees and entitlement calculation, port of registration, and number of split certificates. Electronic filing data, a signed declaratory undertaking, and a prescribed CA/ICWA/CS certificate with supporting evidence must accompany submissions.
Clarification about requirement of “Declaration of Intent” on Free Shipping Bills for claiming Chapter 3 scheme benefits.
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Declaration of Intent requirement on free shipping bills enables claim of Chapter Three benefits when properly recorded or customs attested.
Exporters must include a Declaration of Intent on free shipping bills to claim Chapter Three benefits; the declaration may be placed in the product description column or be the scheme name or a manual statement attested by customs, and such shipping bills will be accepted by Regional Authorities. The declaration is not required for shipments under FTP chapters four, five or six.
Liquidity Enhancement Schemes for Illiquid Securities in Equity Derivatives Segment
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Liquidity enhancement schemes permitted with board approval, transparent incentives, monitoring and disclosure, and capped exchange-level incentives.
Liquidity enhancement schemes for illiquid equity derivatives may be introduced for specified low volume or new securities, subject to prior Board approval, quarterly Board monitoring, objective non-discriminatory rules for liquidity enhancers, performance linked and transparently measurable incentives, advance public disclosure and monthly dissemination of incentive and volume outcomes by liquidity enhancer and security.
Renewal/extension of Bank Guarantees-Regarding
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Bank Guarantee renewal: require specific customs file or section reference to ensure correct routing and avoid administrative delays.
Renewal and extension communications for Bank Guarantees must include the specific customs file number or relevant section/group designation so banks can route guarantees correctly; applicants or their representatives should provide that section name to the bank at the time of application to ensure incorporation on the guarantee or renewal letter, thereby preventing delays in locating the appropriate section and in assessment, follow-up and enforcement. Implementation difficulties may be reported to the Commissioner.
Modification of SION C-593 under Engineering Product Group.
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Input eligibility expanded to include alloy and non alloy HR coils/plates, with export description amended accordingly.
The SION is amended to permit HR coil/plates made of alloy steel as well as non alloy steel at Sl. No. 1, and the export description is revised to allow Non Alloy/Alloy Steel submerged arc welded pipes or hot formed steel bends; no other changes to permitted inputs or quantities are made.
34/2011 - 02-06-2011 Companies Law
Section 4A of the Companies Act, 1956 - Public Financial Institutions - Guidelines for declaring financial institution as Public Financial
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Public financial institution designation requires corporate form and predominant industrial or infrastructure financing for government notification.
Entities seeking declaration as a public financial institution under section 4A must be established under a Central Act or the Companies Act, have industrial or infrastructure financing as their principal business with financial statements showing predominant income from that activity, meet a prescribed net worth threshold, or be registered as an Infrastructure Finance Company or Housing Finance Company with the appropriate regulator; CPSUs and SPSUs are exempt from sectoral financing and net worth restrictions.
Payment of interest in respect of PPF (HUF) accounts
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PPF interest entitlement clarified - HUF accounts closed after maturity but before scheme amendment may receive PPF rate interest.
Interest at the PPF rate is to be paid on HUF Public Provident Fund accounts that attained maturity after restriction of new HUF accounts but were closed by subscribers before the later scheme amendment, where deposits were retained beyond maturity without further subscriptions and the accounts were not extended thereafter.
Regarding request for an extended period of warehousing under Section 61 of Customs Act, 1962 - Reference from Shipyards.
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Warehousing extension for non-deteriorating imports may be granted for longer periods where condition and interest realisation are assured.
The proviso to Section 61 permits extensions of warehousing for goods not likely to deteriorate, with Chief Commissioners empowered to grant further periods as they deem fit. Circular No. 47/2002 allows Commissioners limited extensions and directs that Chief Commissioners may grant additional extensions, generally in short increments, provided goods will not deteriorate and interest accrued has been realised. For categories including imports for shipbuilding and manufacture-in-bond units, Chief Commissioners may consider granting longer extensions than routine increments when satisfied about condition and interest realisation, subject to the overall maximum warehousing period under Section 61.
Regarding constitution of Committees to advise the authority for writing off of arrears of Central Excise duty and Customs duty.
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Committee review for write-off of irrecoverable tax arrears enables delegated authorities to recommend and effect write-offs.
Three-member Committees at Chief Commissioner and Commissioner levels will examine proposals submitted in the prescribed Annexure A proforma and recommend write-off of irrecoverable Customs and Central Excise arrears to the competent authority. The Board delegates powers to abandon fines and penalties and to write off duties within prescribed monetary limits, subject to reporting; duty write-off automatically extinguishes related interest. Service Tax write-offs await DFPR amendment.
33/2011 - 01-06-2011 Companies Law
Compliance of Provision of the Companies Act, 1956 and Rules made there under.
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Corporate filing compliance: registrars will refuse event filings from companies not filing annual accounts and returns.
Registrars shall not accept any request, whether oral, written or electronic, for recording event-based changes from companies that have not filed their updated Balance Sheet, Profit & Loss Account and Annual Return with the Registrar of Companies; specified essential forms (including director appointments, annual returns, DIN intimations, court notices, balance sheet/P&L filings, auditor information, compliance certificates and investor complaint forms) remain acceptable. Directors' e-filings for other companies will be blocked, company secretaries and auditors cannot certify filings for defaulting companies in the electronic system, professional bodies must withhold certificates except for permitted forms, and enforcement may be taken in coordination with other regulators; exceptions apply where filings are prevented by court or management dispute.
Allocation of staff to seaport for 24X7 operations –At MP&SEZ, Mundra Port Reg.
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Continuous port operations enabled for round the clock customs clearance and vessel boarding to streamline export handling.
Allocation of staff to enable 24x7 operations at MP&SEZ, Mundra Port permits round the clock clearance of factory stuffed export containers sealed by Central Excise and continuous boarding operations, including arrival/departure clearances and loading of export goods in docks and at anchorage. Trade associations and agents are directed to publicize the notice and report implementation difficulties to the Commissioner.

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