Recognition to Company Secretary: IFSCA Regulations

✓ International Financial Services Center Authority (IFSRCA) vide circular dated January 19, 2022 authorised practicing Company Secretary under following regulations:

✓ To read, IFSCA Circular please click here

Recognition to Company Secretary: SEBI ICDR, 2018

✓ SEBI vide SEBI Issue of Capital Disclosures Requirements) (Amendment Regulations) dated January 14, 2022 authorises practicing company secretary under Regulations 163(2) of SEBI (Issue of Capital Disclosures Requirements Regulations) 2018 in addition to statutory auditors to issue Certificate for Preferential issues.

✓ Revised Regulations 163(2):

The issuer shall place a copy of thle cetificate of its statutory auditors, a practicing company secretary before general meeting of the shareholders considering the proposed Preferential issue certifying that the issue is being made in accodance with the requirenents of these regulations.

✓ To read SEBI Amendment Regulations, please click here

Company Law Update: Increase in Additional fees for filings after due date

✓ Ministry of Corporate Affairs (MCA) vide notification dated January 11, 2022, prescribed additional fees (ranges from 1 time to 12 times of normal fees) and higher additional fees (ranges from 3 times to 18 times of normal fees) for delay in filing forms. 

✓ This higher additional fees notification shall not be applicable for form filed w.r.t. increase in nominal share capital, Annual Filing i.e. form filing under Sec. 92 and 137 of the Companies Act, 2013 and forms relating to charges.

The said notification shall be effective from July 01, 2022.

Further, it is clarified that..

1) Higher additional fees shall be payable in case of two or more delays in filing of form INC 22 and PAS 3 within 365 days for which additional fees or higher additional fees was payable. 

2) Additional fees shall not be charged where higher additional fees is payable. 

3) Form INC 22 and PAS 3 filed prior to Companies (Regn Offices and Fees) Rules, 2022 shall not be reckoned for the purposes of determining higher additional fees.

✓ To refer MCA Notification, please click here.

SEBI Update: Disclosures of Related Party Transactions by Debt Listed Cos.

✓ SEBI vide it's circular dated January 07, 2022 issued guidelines with respect to disclosures of Related Party Transactions by 'High Value Debt Entities'.

∆ High Value Debt Entities shall mean an entity which has listed its non-convertible debt securities on a recognised stock exchange and has an outstanding principal value of listed non-convertible debt securities of INR 500 Cr and more.

✓ It is pertinent to note that Regulation 15(1A) of the SEBI (Listing Obligations

and Disclosure Requirements), Regulations 2015 (‘Listing Regulations’) was introduced mandating that Reg. 15 to 27 of Listing Regulations shall be applicable to high value debt listed entities on a ‘comply or explain’ basis.

✓ Thereafter, Regulation 23 of the Listing Regulations on related party transactions was amended via SEBI Amendment Regulations dated November 9, 2021, mandating listed entities that have listed specified securities to submit to the stock exchanges disclosure of Related Party Transactions (RPTs) in the format specified by the Board.

✓ In furtherance, SEBI vide its circular dated November 22, 2021 has specified following disclosure obligations of listed entities in relation to Related Party Transactions with respect to specified securities:

a. Information to be reviewed by the Audit Committee for approval of RPTs;

b. Information to be provided to shareholders for consideration of RPTs and;

c. Format for reporting of RPTs to the Stock Exchange.

✓ As the provisions of Regulation 23 of the Listing Regulations would be applicable to high value debt listed companies also, SEBI has made provisions of the above referred circular dated November 22, 2021 applicable to high value debt listed entities.

✓ To refer, SEBI Circular please click here.