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Shilpa Mittal (-)     04 March 2011

Clarification - MCA circular dt. 08.02.2011 u/s 212(8)

Can anyone explain/clarify my queries on MCA circular dt. 08.02.2011 [direction u/s 212(8) of the Companies Act, 1956] which are: 1. Whether the Board resolution only have to mention that they are 'giving their consent for not attaching the B/S of the subsidiary co.' not the other points as mentioned in the said circular dt. 08.02.2011 namely undertaking from the holding company that in its annual report annual accounts and other information will be made available to the shareholders of the holding and subsidiary company, etc. ? 2. Whether the so called Board resolution is: i) required to be file with the RoC? ii) required at the beginning of each Financial Year or the same board resolution is valid for coming years till the management wants it otherwise? 3. Apart from passing the board resolution is there any other requirement to be fulfilled? Please reply.



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 1 Replies

Asha Pole (Legal)     04 March 2011

Hi Shilpa

 

your above query has been responded in the below mentioned points

 

MCA directed that provisions of Section 212 of the Act shall not apply in relation to subsidiaries of those holding companies which fulfill the conditions which include the

following:

1. Board of Directors of the holding company has given consent by a resolution for not attaching the balance

sheet of the subsidiary with the balance sheet of the holding company.

2 1) as on date no intimation about resolution to be filed with ROC is given so to be on the safer side we can register the resolution with ROC. 2) You always have an option to refer the back dated resolution but then a new resolution can be passed at the time of acceptance of audited balance sheet in genera; meeting

3. Requirements as mentioned in the circulars

The holding company shall present in its annual report, the consolidated financial statements of holding

company and all its subsidiaries audited by its statutory auditors.

The consolidated financial statement shall be prepared in strict compliance with the applicable Accounting

Standards and, where applicable, Listing Agreement as prescribed by Securities and Exchange Board of

India.

The holding company shall disclose in the consolidated balance sheet specified information in aggregate

for each subsidiary including subsidiaries of subsidiaries.

The holding company shall furnish a hard copy of details of accounts of subsidiaries to any shareholder

on demand.

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.

The holding 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.


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