Guidelines for filing statutory applications Under section 211

Guidelines for filing statutory applications Under section 211

Applications seeking exemption under Section 211 of the Companies Act should be accompanied by:

—    Specified Board resolution in support of the proposal indicating specific paras of Part II of Schedule VI and the financial year in respect of which exemption is sought.

—    Form 23AAA is prescribed for this purpose.

The following information should invariably be furnished with the application in the fields forming part of the e-Form:

—    The financial year for which exemption is sought.

—    Precise reasons/justification for seeking exemption.

—    If the company had been complying with the requirements in the past, reasons as to how the company has been complying in the past.

—    It should be indicated as to whether the company is maintaining proper purchase/sales/stock registers so as to furnish true and fair view of its state of affairs in compliance of Section 209/211 read with Schedule VI to the Act.

—    Details of total turnover and exports made by the company during the financial year in respect of which exemption is sought.

The companies may have to furnish any other additional information as may be asked for by the Department.

Under Section 212

Application seeking exemption under Section 212(8) need not be filed for each financial year as the Ministry of Corporate Affairs vide its General Circular No. 02/2011 dated 08.02.2011 has granted general exemption to companies under section 212(8) of the Companies Act, 1956 from attaching annual accounts of subsidiary companies for the financial year 2010-11 onwards subject to fulfillment of following conditions:-

(i)    The Board of Directors of the Company has by resolution given consent for not attaching the balance sheet of the subsidiary concerned;

(ii)    The company shall present in the annual report, the consolidated financial statements of holding company and all subsidiaries duly audited by its statutory auditors;

(iii)   The consolidated financial statement shall be prepared in strict compliance with applicable Accounting Standards and, where applicable, Listing Agreement as prescribed by the Security and Exchange Board of India;

(iv)  The company shall disclose in the consolidated balance sheet the following information in aggregate for each subsidiary including subsidiaries of subsidiaries:- (a) capital (b) reserves (c) total assets (d) total liabilities (e) details of investment (except in case of investment in the subsidiaries) (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation (j) proposed dividend;

(v)   The holding company shall undertake in its annual report that annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the holding and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholders in the head office of the holding company and of the subsidiary companies concerned and a note to the above effect will be included in the annual report of the holding company. The holding company shall furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand;

(vi)  The holding as well as subsidiary companies in question shall regularly file such data to the various regulatory and Government authorities as may be required by them;

(vii) The company shall give Indian rupee equivalent of the figures given in foreign currency appearing in the accounts of the subsidiary companies along with exchange rate as on closing day of the financial year;