Brief Summary of amendments in Companies Act 2013 WEF 1.04.2022-TAXGURU.IN

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Brief Summary of MCA amendments of Companies Act 2013 effective from 1st April 2022

1. Companies (Management and Administration) Amendment Rules, 2022

Notification shall come into force on the date of its publication in the Official Gazette i.e., 06th April, 2022.

Rule 14 of Companies(Management and Administration) Amendment Rules ,2022 stands as follows:

(1) The registers and indices maintained pursuant to section 88 and copies of returns prepared pursuant to section 92, shall be open for inspection during business hours, at such reasonable time on every working day as the board may decide, by any member, debenture holder, other security holder or beneficial owner without payment of fee and by any other person on payment of such fee as may be specified in the articles of association of the company but not exceeding fifty rupees for each inspection.

Explanation- For the purposes of this sub-rule, reasonable time of not less than two hours on every working day shall be considered by the company.

(2) Any such member, debenture holder, security holder or beneficial owner or any other person may require a copy of any such register or entries therein or return on payment of such fee as may be specified in the articles of association of the company but not exceeding ten rupees for each page. Such copy or entries or return shall be supplied within seven days of deposit of such fee.

(3) Notwithstanding anything contained in sub-rules (1) and (2), the following particulars of the register or index or return in respect of the members of a company shall not be made available for any inspection under sub-section (2) or for taking extracts or copies under sub-section (3) of section 94, namely:

i. address or registered address (in case of a body corporate);i

ii. e-mail ID;

iii. Unique Identification Number;

iv. PAN Number 

2. Companies (Incorporation) Amendment Rules,2022

A. Comes into effect from 1st June 2022

The MCA has revised format of e-Form No. INC-9 to insert declaration on compliance with Government approval requirement under FEMA

Below new checkboxes are included in e-Form No. INC-9:-

I am required to obtain the Government approval under the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 prior to subscription of shares and the same has been obtained, and is enclosed herewith.

or

I am not required to obtain the Government approval under the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 prior to subscription of shares

Explanation: Requirement of obtaining Government approval

When subscriber (person) or company incorporated in a country sharing land borders with India

B. The MCA has inserted new declaration in e-Form No.INC-32 (SPICe+), in Part-B to insert declaration on compliance with Government approval requirement under FEMA:

In e-Form No.INC-32 (SPICe+), in Part-B, in Declaration, the following shall be inserted at the end, namely:

I, on behalf of the proposed directors, hereby declare that person seeking appointment is a national of a country which shares a land border with India, necessary security clearance from Ministry of Home Affairs, Government of India shall be attached with the consent. Yes , No  (if yes is opted, a copy of the security clearance is to be attached)”.

Explanation- Government approval has same meaning as given in above explanation

C. This come into force from April 8,2022

In Rule 12 of Companies (Incorporation) Amendment Rules, 2022

Application for incorporation of companies.-

Following proviso inserted:

Provided further that in case of a Company being incorporated as a Nidhi, the declaration by the Central Government under Section 406 of the Act shall be obtained by the Nidhi before commencing the business and a declaration in this behalf shall be submitted at the stage of incorporation by the Company Form 20A shall be substituted for the above referred purpose. 

3. Companies (Share Capital and Debentures) Amendment Rules,2022

The Ministry of Corporate Affairs vide notification dated 4th May, 2022 has issued the Companies (Share Capital and Debentures) Amendment Rules,2022

The amendment has revised Form No.SH-4 used for reporting of transfer of shares to include the following Declaration:

Transferee is not required to obtain the Government approval under the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 prior to transfer of shares;

or

Transferee is required to obtain the Government approval under the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 prior to transfer of shares and the same has been obtained and is enclosed herewith”

Explanation- Government approval has same meaning as given in above explanation

4.Clarification regarding holding of Annual General Meeting and Extraordinary General Meeting

The Ministry of Corporate Affairs on 5th May 2022, has decided to allow the companies whose AGMs are due in the year 2022, to conduct their AGMs on or before 31st December, 2022 through Video Conference (VC) or Other Audio-Visual Means (OAVM) .

The MCA further clarified that this circular should not be construed as conferring any extension of time for holding annual general meetings by the companies under the Companies Act, 2013 and the companies which have not adhered to the relevant timelines shall be liable to legal action under the appropriate provisions of the Companies Act.

5.Companies (Registration of Charges) Amendment Rules,2022

The Ministry of Corporate Affairs vide notification dated 27th April, 2022 has issued the The Companies (Registration of Charges) Amendment Rules, 2022.

The amendment has exempted the charge created or modified by a banking company for loan received from RBI from the requirement of filing particulars of the charge together with a copy of the instrument, if any, creating or modifying the charge in Form No.CHG-1 or Form No.CHG-9.

6. Companies (Prospectus and Allotment of Securities) Amendment Rules,2022

Rule 14 related to private placement

In sub rule (1) after the fourth proviso, the following proviso shall be inserted:

Provided also that no offer or invitation of any securities under this rule shall be made to a body corporate incorporated in, or a national of, a country which shares a land border with India, unless such body corporate or the national, as the case may be, have obtained Government approval under the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 and attached the same with the private placement offer cum application letter.”.

(ii) in Annexure, in Form PAS-4, in Part-B, after serial number (vii), the following shall be inserted, namely :-

The applicant is not required to obtain the Government approval under the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 prior to transfer of shares;

or

The applicant is required to obtain the Government approval under the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 prior to transfer of shares and the same has been obtained and is enclosed herewith”

7. Companies(Compromise, Arrangements and Amalgamations) Amendment Rules,2022

The Ministry of Corporate Affairs vide notification dated 30th May, 2022 has issued the Companies (Compromises, Arrangements and Amalgamations) Amendment Rules, 2022.

Rule 25A, after sub-rule (3), the following sub-rule shall be inserted namely: ―

The amendment provides that in case of a compromise or an arrangement or merger or demerger between an Indian company and a company or body corporate which has been incorporated in a country which shares land border with India, a declaration in Form No. CAA-16 shall be submitted along with the application.

Brief Summary of amendments in Companies Act 2013 WEF 1.04.2022

8. Companies (Accounts) Amendment Rules,2022

The Ministry of Corporate Affairs vide notification dated 31st May, 2022 has issued the Companies (Accounts) Third Amendment Rules, 2022.

Rule 12 of Companies (Accounts) Amendment Rules,2022:

(1B) Every company covered under the provisions of sub-section (1) to section 135 shall furnish a report on Corporate Social Responsibility in Form CSR-2 to the Registrar for the preceding financial year (2020-2021) and onwards as an addendum to Form AOC-4 or AOC-4 XBRL or AOC-4 NBFC (Ind AS), as the case may be:

Provided that for the preceding financial year (2020-2021), Form CSR-2 shall be filed separately on or before 30th June, 2022(Earlier 31st May, 2022), after filing Form AOC-4 or AOC-4 XBRL or AOC-4 NBFC (Ind AS), as the case may be.

Provided further that for the financial year 2021-2022, Form CSR-2 shall be filed separately on or before 31st March, 2023 after filing Form AOC-4 or AOC-4 XBRL or AOC-4 NBFC (Ind AS), as the case may be.(Inserted)

9. Companies (Removal of Names of Companies from the Register of Companies) Amendment Rules,2022

Comes into effect from 9th June 2022

A. In the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016, –

in rule 4, after sub-rule (3), the following sub-rule shall be inserted, namely:─

“(4)

(a) Where the Registrar, on examining the application made in Form STK-2, finds that it is necessary to call for further information or finds such application or any document annexed therewith is defective or incomplete in any respect, he shall inform to the applicant to remove the defects and re-submit the complete Form within fifteen days from the date of such information, failing which the Registrar shall treat the Form as invalid in the electronic record, and shall inform the applicant, accordingly.

(b) After the re-submission of the Form or document, if the Registrar finds that the Form or document is defective or incomplete in any respect, he shall give further time of fifteen days to remove such defects or complete the Form, failing which the Registrar shall treat the Form as invalid in the electronic record and shall inform the applicant, accordingly.

(c) Any resubmission of the application in Form STK-2 made prior to the commencement of the Companies (Removal of Names of Companies from the Register of Companies) Amendment Rules, 2022 shall not be counted for the purposes of reckoning the maximum number of re-submissions of such Form.”.

B. Form STK 1, STK 5 and STK 5A shall be substituted

10.Relaxation in paying additional fees for delay relating to LLP

A. The Ministry of Corporate Affairs on 27th May 2022, has decided to allow Limited Liability Partnership (LLPs) to file e-form 11 (Annual Return of LLP) for the financial year 2021-2022 without paying additional fees upto 30th June 2022. Further , MCA via Circular on 29th June 2022 extend date for filing e-form 11 upto 15th July 2022

B. The Ministry of Corporate Affairs on 31st May 2022, has grated relaxed in paying the additional fee for delay in filing all the event-based e-forms by LLPs which are due on and after 25th February 2022 to 31st May 2022 up to 30th June 2022.

11. Companies(Appointment and Qualification of Directors)Amendment Rules,2022

The Ministry of Corporate Affairs vide notification dated 1st June, 2022 has issued the Companies (Appointment and Qualification of Directors) Amendment Rules, 2022.

A. The Amendment bought in Rule 10 ,in which following proviso inserted:

“Provided that no application number shall be generated in case of the person applying for Director Identification Number is a national of a country which shares land border with India, unless necessary security clearance from the Ministry of Home Affairs, Government of India has been attached alongwith application for Director Identification Number.”.

B. In Form DIR-2, under the heading Declaration, the existing paragraph, shall be numbered as paragraph (i) thereof and after the paragraph (i) as so numbered, the following shall be inserted, namely:-

I further declare that:

I am not required to obtain the security clearance from the Ministry of home affairs, Government of India before seeking appointment as director

or

I am not required to obtain the security clearance from the Ministry of home affairs, Government of India before seeking appointment as director and same has been obtained and is attached

C. In Form No. DIR 3 under the heading verification after the serial number 3 following shall be inserted:

I am not required to obtain the security clearance from the Ministry of home affairs, Government of India under sub rule 1 of Rule 10 before applying for Director Identification Number .

or

I am  required to obtain the security clearance from the Ministry of home affairs, Government of India under sub rule 1 of Rule 10 before applying for Director Identification Number and is attached

C. Ministry of Corporate Affairs on 10th June 2022, has published the Companies (Appointment and Qualification of Directors) Second Amendment, Rules, 2022

The amendment is brought under rule 6 which deals with compliances required by a person eligible and willing to be appointed as an independent director in which the following sub-clause has been inserted:

Any individual whose name has been removed from the databank, may apply for restoration of his name on payment of fees of one thousand rupees and the institute shall allow such restoration subject to the following conditions, namely :-

a) his name shall be shown in a separate restored category for a period of one year from the date of restoration within which, he shall be required to pass the online proficiency self-assessment test and thereafter his name shall be included in the databank, only, if he passes the said online proficiency self-assessment test and in such case, the fees paid by him at the time of initial registration shall continue to be valid for the period for which the same was initially paid; and

b) In case he fails to pass the online proficiency self-assessment test within one year from the date of restoration, his name shall be removed from the data bank and he shall be required to apply afresh under sub-rule (1) for inclusion of his name in the databank.

12. National Financial Reporting Authority Amendment Rules, 2022

They shall come into force from 17th June, 2022

New Penalty for non-compliance for rule 13, the following rule shall be substituted, namely:

“13. Punishment in case of non-compliance:- Whoever contravenes any of the provisions of these rules, shall be punishable with fine not exceeding five thousand rupees, and where the contravention is a continuing one, with a further fine not exceeding five hundred rupees for every day after the first during which the contravention continues.”.

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