Corporate Laws Updates with NSB & Co.

∆ Ministry of Corporate Affairs vide circular dated 7th February, 2023 extended due time by.... ✓15 days for filing of 45 e-forms (including incorporation forms) without paying additional fees. ✓ 15 days for filing of e-form PAS 3 (whose due date occurred between 20.01.2023 to 06.02.2023) without paying additional fees.

Ministry of Corporate Affairs (MCA) has vide Circular No. 01/2023 dated 09th January, 2023 allowed additional time of 15 days due to transition from MCA Version 2.0 to 3.0, without levying additional fees in cases where the due dates for filing of below-mentioned 45 e-Forms fall during the period between 07th January, 2023 and 22nd January, 2023.

✓ In line with the extension provided in General Circular 11/2021 issued by the Ministry of Corporate Affairs, Companies/LLPs shall be allowed to file various forms due for filing between 1st April 2021 to 31st July 2021 under the Companies Act 2013 or LLP Act, 2008 without payment of additional fees up to August 31, 2021. Please click here to read list of forms for which additional fees waived off. ✓ In line with the extension provided in General Circular 12/2021 issued by the Ministry of Corporate Affairs, Additional Fee/Ad valorem fee in respect of Charge documents viz. CHG-1 and CHG-9 shall be calculated after excluding No. of days between April 2021 to 31st July 2021 based on the event date entered in the form. ✓ Please note, eform CFSS-2020 scheme extended till 31st August 2021. Please click here to refer official order .

1. Ministry of Corporate Affairs (MCA) has provided relaxation to Companies/ LLPs on levy of additional fees till August 31, 2021 for the form filings (other than Charges related forms) under the Companies Act, 2013 and LLP Act, 2008 respectively, for the forms which were due to file during April 1, 2021 to July 31, 2021. 2. Ministry of Corporate Affairs (MCA) has provided relaxation to Companies on levy of additional fees till August 31, 2021 for the form filings relating to Charges, till August 1, 2021.

✓ Relevant Rule: Rule 4 of The Companies (Meeting of Board and its Powers) Rules, 2014 ✓ Amendment: Companies (Meetings of Board and it's Power) Amendment Rules, 2021 - Matters Not to be Dealt With in a Meeting Through Video Conferencing or Other Audio Visual Means - Omitted ✓ Impact : Restriction on agenda items to be transacted only at physical meeting of Board of Directors are done away with. Hence, Board may consider any item for approval virtually through video-conferencing meeting. ✓ Now, following resolution can be passed through Video Conference mode: (i) the approval of the Annual Financial Statements; (ii) the approval of the Board’s Report; (iii) the approval of the Prospectus; (iv) the Audit Committee Meetings for consideration of financial statement including consolidated financial statement, if any, to be approved by the Board under sub-section (1) of section 134 of the Act; and (v) the approval of the matter relating to amalgamation, merger, demerger, acquisition an...

✓ Ministry of Corporate Affairs (MCA) has issued Companies (Incorporation) (Fourth Amendment) Rules, 2021, to be effective from the date of publishing in Official Gazette. ✓ Brief Summary: - Form No. INC-35 AGILE PRO S  to be launched; which will substitute existing e-form No. INC-35 AGILE PRO. - Shops and Establishment Registration is made mandatory. ✓ Text of Amendment: The Companies (Incorporation) Rules, 2014, in rule 38A, (i) in the marginal heading, for the words, “and Opening of Bank Account”, the words, “,Opening of Bank Account and Shops and Establishment Registration”,shall be substituted; (ii) in the opening portion, for the letters “AGILE-PRO”, the letters “AGILE-PRO-S” shall be substituted; (iii) for clauses “(c) and (d)” relating to “Profession Tax Registration and Opening of Bank Account”, the following clauses shall be substituted, namely:-  “(d) Profession Tax Registration with effect from the 23rd February, 2020; (e) Opening Bank Account with effect from th...

Latest update on Amendments relating to Accounting under the Companies Act, 2013: ∆ Following amendments w.r.t.  Audit Trail in Accounting Software and its reporting in Audit Report, deferred to 01-April-2022 1. Companies (Audit and Auditors) Second Amendment Rules, 2021 ✓ To read MCA Official Notification, please click here. 2. Company (Accounts) (Second Amendment Rules), 2021 ✓ To read MCA Official Notification, please click here Amendments relating to Accounting under the Companies Act, 2013: 1. Companies (Accounts) Amendments Rules, 2021 ✓ Mandatory use of Accounting Software having Audit Trail: - From Financial Year 2021-22 onwards, every Company shall use Accounting Software having features to record the audit trail of each transaction, creating the edit log of changes made & ensuring that the audit trail cannot be disabled. ✓ To read MCA Official Notification please click here 2. Companies (Audit and Auditors) Amendments Rules, 2021 ✓ Other Statutory Disclosures to ...

✓ Provisions of Remuneration to Independent Director: √ Central Govt. notifies much awaited amendment proposed in CAA, 2020 with respect to payment of remuneration to NEDs & IDs in case of inadequacy or no profit (section 32 & 40 of CAA, 2020) with effect from March 18, 2021. √ Vide amendment notification dated March 18, 2021, Schedule V of the CA, 2013 is amended to include NEDs & IDs within Part II of Schedule V and thereby enabling the payment of remuneration to NEDs & IDs by companies having inadequate or no profit (in addition to sitting fees). ✓ Filing of Forms under Company Law: Establishment of Central Scrutiny Centre (CSC) to carry out Straight Through Processes (STP) of forms filled under Company Law.

Ministry of Corporate Affairs (MCA) will launch data analytics driven MCA21 Version 3.0 during financial year 2021-22. It will have additional modules for e-Adjudication, e-Consultation and Compliance Management. Detailed key components of MCA21 Version 3.0 are: e-Scrutiny : MCA is in process of setting up a Central Scrutiny Cell which will scrutinise certain Straight Through Process (STP) Forms filed by the corporates on the MCA21 registry and flag the companies for more in depth scrutiny. e-adjudication : E-adjudication module, has been conceptualised to manage the increased volume of adjudication proceedings by Registrar of Companies (RoC) and Regional Directors (RD) and will facilitate end to end digitisation of the process of adjudication, for the ease of users. It will provide a platform for conducting online hearings with stakeholders and end to end adjudication electronically. e-Consultation : To automate and enhance the current process of public consultation on proposed amendm...

Ministry of Corporate Affairs ("MCA"), on 5th May 2020 by notification, has allowed to hold Annual General Meeting ("AGM") through video conferencing/ other audio visual means ("VC/OAVM") till December 31, 2021 for the companies whose AGM were due to held in the year 2020 or 2021. In that regard, MCA clarified that above circular is relaxation to companies to hold AGM through VC/OAVM Mode and not an extension to hold AGM beyond regulatory timelines.   It means that in cases, where companies allowed by authorities to hold AGM for the year 2020 in the year of 2021, the company may hold so virtually through VC/OAVM mode. Compulsion of holding AGM physical mode is not mandatory. MCA further clarified that companies which have not followed regulatory timelines are liable for legal action. To read MCA General Circular No. 2/2021 dated January 13, 2021, please  click here. Important Note : This write-up is mere expression of views of Author; before actual implem...

Ministry of Corporate Affairs ("MCA"), on 13th January 2021 by notification, clarified that funds used by companies for carrying out awareness programs/ campaigns or public outreach campaigns is an eligible Corporate Social Responsibility ("CSR") activity under Companies Act, 2013. Activities relating to CSR governed under Section 135 read with Schedule VII of the Companies Act, 2013. Under the same schedule item no. 1, 2 and 12 deals with promotion of health care, including preventive health care and sanitisation; under which these Covid-19 vaccination promotion activities also included as eligible CSR activities. MCA further clarified that this clarification is in continuation of General Circular, dated March 30, 2020 . To read MCA Notifcation dated January 13, 2021, please click here. Important Note : This write-up is mere expression of views of Author; before actual implementation consultation with advisors is highly recommended. Author of this Article shall no...