Corporate Updates – 25-05-2016


The Ministry of Corporate Affairs is receiving references from professionals/companies seeking clarification on the forms/process to be followed for alteration in the Memorandum of Association of Section 8 Companies. The professional/companies are filing Form RD-1 seeking approval to change in Memorandum of Association. However, as per the applicable laws read with Rules and relevant Circulars & Notifications, power for approving change in Memorandum of Association has been delegated to the Registrar of Companies. In the background of this development the professionals/companies are advised to apply the request for change in Memorandum of Association of Section 8 Companies in Form GNL-1 instead of filing form RD-1. MCA notification no. S.O. 1353 (E) dated May 21, 2014 wherein the Central Government has delegated the powers and functions vested in Central Government, amongst others, under section 13 (2) to the Registrar of Companies. Section 13 deals with Alteration of Memorandum.


Central Board of Direct Taxes (CBDT) has issued Draft Rules to determine fair market value of Indian assets in case of indirect transfer. As per the Indian Income Tax Act, 1961, As per provisions of Indian Income Tax Act, 1961 any income arising from transfer of assets is deemed to accrue or arise in India. Further, Section 285A of the Act mandates reporting requirement on the Indian concern through or in which the foreign company or entity holds the assets in India. The information to be furnished and its manner is also required to be prescribed. In this regard, draft rules and forms which are required to be incorporated in the Income-tax Rules, 1962 have been formulated for comments from stakeholders and general public.

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