Corporate Laws Updates with NSB & Co.

∆ MCA vide General Circular No. 04/2023 dated 21st February, 2023 has further extended, due date for filing of filing of 45 e-forms, Form PAS-3 and Incorporation related forms without Additional Fees till 31st March, 2023. ∆ MCA vide General Circular No. 05/2023 dated 22nd February, 2023, has allowed filing of following forms in physical manner due between 22nd February, 2023 to 31st March, 2023  (i) Form GNL-2 (Filing of prospectus related documents and private placement),  (ii) MGT-14 (Filing of Resolutions relating to prospectus related documents, private placement),  (iii) PAS-3 (Allotment of Shares),  (iv) SH-8 (Letter of offer for buyback of own shares or other securities),  (v) SH-9 (Declaration of Solvency) and  (vi) SH-11 (in respect of buy-back of securities)  ✓ To read MCA Circular, please click here 

∆ SEBI vide its Notification dated February 07, 2023 issued SEBI (Buy-Back of Securities) Regulations, 2018. ✓ Under the Regulation 11(i), 11 (iii) and 21 (iii) of said regulations, now Secretarial Auditor of the Company authorised (in stead of the Statutory Auditor) to witness the extinguishment of the certificates bought back pursuant to Buyback of securities and to issue a certificate of compliance in this regard. ✓The provisions of these Regulations shall be effective from March 09, 2023. ✓ To read amended regulations of Buy-Back of Securities, please click here 

∆ 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.

✓ MCA has issued Companies (Appointment and Qualification of Directors) (Amendment) Rules, 2023 on 20th January, 2023: Summary of amendments: 1. Pursuant to migration of Version 2.0 to 3.0 several forms has been amended. 2. New Rule 14 (1A) added - Upon receipt of Form DIR-8, the Company shall within 30 days file Form DIR-9 with ROC. 3. Rule 14(5) amended - Form DIR-10 i.e. an application for removal of disqualification of Director shall be filed before Regional Director. ✓ To read MCA Notification, please click here.

✓ SEBI has issued amendments to SEBI Listing Regulations vide notification dated 19th January, 2023. ✓ These amendments shall come into force with immediate effect. Provided that amendments in Regulation 15 shall be effective from 1st April, 2023 . ∆ Summary of Amendments: 1. New Definition to Senior Management in Regulation 16, all functional  heads brought under definition of Senior Management. 2. (d) “Senior Management” shall mean the officers and personnel of the listed entity who are members of its core management team, excluding the Board of Directors, and shall also comprise all the members of the management one level below the Chief Executive Officer or Managing Director or Whole Time Director or Manager (including Chief Executive Officer and Manager, in case they are not part of the Board of Directors) and shall specifically include the functional heads , by whatever name called and the Company Secretary and the Chief Financial Officer.” 3. In Schedule V Corporate Governa...

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.

✓ The requirements specified in regulation 36(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) relating to dispatching hard copy of the statement containing salient features of all the documents as prescribed in section 136 of the Companies Act, 2013 (financial statements, Board’s report, Auditor’s report etc.), to those shareholders who have not registered their email addresses has been relaxed till September 30, 2023 . ✓ The listed entities shall ensure compliance with the conditions specified below: A. In terms of regulation 36(1)(c) of the Listing Regulations, listed entities are required to send hard copy of full annual reports to those shareholders who request for the same. B. The notice of Annual General Meeting published by advertisement in terms of Regulation 47 of the Listing Regulations shall disclose the web-link to the annual report so as to enable shareholders to have access to the full annual report.