MCA had come out with various circulars providing clarification on various issues. The summary of such circulars is given below :

1. Circular no 17 dated 11th June 2014 : It is clarified that Form MGT-10 will be filed physically, get it duly signed/certified by a professional and file it along with other required enclosures as attachments with the prescribed General E-Form No. GNL-2. This temporary arrangement will continue till an E-Form for MGT-10 is made available. Fee applicable for MGT-10 will be as per the Table of Fees prescribed in Companies (Registration Offices and Fees) Rules, 2014.

Please take MGT-10 is filed under section 93 i.e. Return to be filed with Registrar in case promoters' stake changes.

2. Circular no 18 dated 11th June 2014 : It is clarified that Attention of the Ministry has been drawn to difficulties being faced by stakeholders while filing form INC-27 for conversion of a public company into a private company. The relevant provisions of Companies Act, 2013 (second proviso to sub-section (1) and sub-section (2) of section 14) have not been notified. In view of this, the corresponding provisions of Companies Act, 1956 (Proviso to sub-section (1) and sub-section (2A) of Section 31) shall remain in force till corresponding provisions of Companies Act, 2013 are notified. The Central Government has delegated such powers under the Companies Act, 1956 to the Registrar of Companies (ROCs) vide item No. (c) of the notification number S.O. 1538(E) dated the 10th July, 2012 and this delegated power remains in force. Applications for such conversions, therefore, have to be filed and disposed as per the earlier provisions.

Un-notified provision of section 14 of Companies Act 2013 are reproduced below

Proviso- Provided further that any alteration having the effect of conversion of a public company into a private company shall not take effect except with the approval of the Tribunal which shall make such order as it may deem fit.

Sub-section (2)- Every alteration of the articles under this section and a copy of the order of the Tribunal approving the alteration as per sub-section (1) shall be filed with the Registrar, together with a printed copy of the altered articles, within a period of fifteen days in such manner as may be prescribed, who shall register the same.

Proviso to sub-section (1) and sub-section (2A) of Section 31 of Companies Act 1956 is reproduced below

Proviso- Provided that no alteration made in the articles under this sub-section which has the effect of converting a public company into a private company, shall have effect unless such alteration has been approved by the Central Government.

Sub-section (2A)- Where any alteration such as is referred to in the proviso to sub-section (1) has been approved by the Central Government, a printed copy of the articles as altered shall be filed by the company with the Registrar within one month of the date of receipt of the order of approval.

3. Circular no 19 dated 12th June 2014: After receiving various representations seeking clarifications on matters relating to ‘share capital and debentures’ under the relevant provisions of the Companies Act, 2013 (Act) read with relevant rules, which have come into force with effect from 1st April, 2014. The representations have been examined and clarifications on the following points are hereby given

a. Share Transfer Forms executed before 1st April, 2014:- With respect to transfer of shares , where Share Transfer Forms executed before 1st April, 2014 as per earlier Form 7B but which are yet to be accepted/registered by companies. It is clarified that since transaction relating to transfer of shares is a contract between two or more persons/shareholders and therefore

b. Delegation of powers by board under rule 6(2)(a): The powers of the Board provided under rule 6(2) (a) of Companies (Share Capital and Debentures) Rules, 2014 with regard to issue of duplicate share certificates can be exercised by a Committee of Directors subject to any regulations imposed by the Board in this regard.

1. i. any share transfer form executed before 1st April, 2014 and submitted to the company concerned within the period prescribed under relevant section of the Companies Act, 1956 needs to be accepted by the companies for registration of transfers.

   ii. In case any such share transfer form, executed prior to 1st April, 2014, is not submitted within the prescribed period under the Companies Act, 1956, the concerned company may get itself satisfied suitably with regard to justification of delay in submission etc. In case a company decides not to accept the share transfer form, it shall convey the reasons for such non-acceptance within time provided under section 56(4)(c) of the Act.

Rule 6(2)(a) is reproduced below:

6(2)(a) The duplicate share certificate shall be not issued in lieu of those that are lost or destroyed, without the prior consent of the Board and without payment of such fees as the Board thinks fit, not exceeding rupees fifty per certificate and on such reasonable terms, such as furnishing supporting evidence and indemnity and the payment of out-of-pocket expenses incurred by the company in investigating the evidence produced

4. Circular no 15 dated 9th June 2014: It is clarified that register maintained under section 372A of the Companies Act 1956 may be continued under these provisions and new format of register prescribed under section 186 i.e. MBP-2 shall be used for particular entered in such register on and from 1st April 2014