COMPANY LAW
1. MCA has provided the link to take MHA’s security clearance for Application for DIN/ Directorship by citizens of countries who shares land border with India
- Link of the application for MHA Security Clearance for appointment as director of a country sharing land border with India in a new/existing company.
- You have to create a user id and password for the same and apply online.
2. MCA is launching second set of company forms on MCA21 V3 Portal, comprising of total 56 Company forms.
- MCA is all set to launch 56 company forms on V3 portal, in 2 different lots of 10 and 46 forms respectively.
- MCA V3 Portal will not be available from 7th January 2023, 12:00 AM to 8th January 2023, 11.59 PM due to 10 forms roll-out, and from 21st January 2023 to 22nd January 2023 for 46 forms roll-out.
Click here for the Notification.
3. Automatic ESIC Compliance triggered for new entities formed on MCA
- Registration for ESIC for New Public & Private company Ltd companies and One Person Company has been stopped on Shram Suvidha Portal w.e.f. 15th February 2020 and happens through MCA while formation.
- However, the compliance of ESIC is to be done once the they reach the threshold limit under ESIC Act.
- New circular clarifies that the company will mandatorily have to comply with ESIC requirements after 6 months of incorporation, or else the user has to login on ESIC portal and extend “dormant” status of company.
- In case of non-compliance penal provisions will apply.
COMPANY LAW
4. Clarification of holding of Annual General Meeting AGM) through Video Conference (VC) or other Video Audio Visual Means (OVAM)-reg.
It has been notified by MCA that in Companies whose AGM are due in the Year 2023,to conduct their AGMs on or before 30th September 2023,can hold AGM through Video Conferencing or Video Audio Visual Means(OVAM) in accordance with General Circular No .20/2020 dated 05.05.2020.
SECURITIES LAW
1. SEBI prescribes conditions for on-boarding investors for foreign investment in Alternate Investment Funds.
- Manager of an AIF shall ensure that the foreign investor of the AIF is a resident of the country whose securities market regulator is a signatory to International Organization of Securities Commission’s Multilateral MoU.
- Investors contributing more than twenty five percent in the corpus of the investor or identified on the basis of control, is not the person(s) mentioned in the Sanctions List notified from time to time by the UN Security Council and is not a resident in the country identified in the public statement of Financial Action Task Force
- In case the AIF already has such an Investor, No further drawdown of any further capital contribution from such investor shall be made till he fulfills these conditions.
2. SEBI prescribes procedures for board members who intends to participate through video conferencing.
- Members who intends to participate through video conferencing or other audio- visual means shall communicate the same sufficiently in advance.
- Provision added to ensure authenticity and confidentiality for meetings via VC.
Click here for the Notification
3. Corporate governance provisions shall be applicable even if net-worth is changed due to accounting practice
- SEBI through informal guidance has clarified that corporate governance provisions of Listing Regulations shall be applicable even though if the company has stated that increase in net-worth is only on account of change in the accounting practice, the same is immaterial in the context of applicability of the provisions of the LODR Regulations.
- As the net-worth of the Company is above the threshold for corporate governance provisions, company shall comply with such relevant provisions.
Click here for the informal Guidance letter
4. NSE had issued a circular to bring all the filings under one single portal,
- Filing of Equity announcements and Financial Results to be made available on the NEAPS (NSE Electronic Application Processing System) platform.
- The Outcome of board meeting with only financial results to be filed under Quick Results module on NEAPS.
- For outcome of board meeting with multiple agenda item along with financial results to be filed under both Announcement and Quick result module on NEAPS,
- The XBRL submission for the Financial Results to be filed under Full Results module on NEAPS.
FEMA
1. Rationalisation of reporting in Single Master Form (SMF) of FIRMS Portal
- All forms submitted with the requisite documents will be auto-acknowledged on the FIRMS portal with the time stamp and auto generated e-mail will be sent to the applicant. AD Banks to verify within 5 working days.
- Online calculation of LSF (Late Submission Fess) or compounding of contravention.
INSOLVENCY LAW
1. IBBI has laid down the “Insolvency Professionals (IPs) to act as Interim Resolution Professionals (IRP), Liquidators, Resolution Professionals (RP) and Bankruptcy Trustee (BT) (Recommendation) (Second) Guidelines, 2022”.
- The IBBI is required under the IBC, 2016 to recommend name of an Insolvency Professional (IP) for appointment as IRP or Liquidator as under Section 16(3)(a) and Section 34(4) as a result, this guidelines are prescribed for preparation of a common Panel of IPs for appointment as IRP, Liquidator, RP and Bankruptcy Trustees.
- As per the guidelines, the NCLT may pick up any name from the Panel for appointment of IRP, Liquidator, RP or BT, for a CIRP, Liquidation Process, Insolvency Resolution or Bankruptcy Process relating to a corporate debtors and personal guarantors to corporate debtors, as the case may be.
- The guidelines prescribes some criteria for an IP to be eligible to be in the Panel of IPs.
2. IBBI specifies the proforma for reporting the liquidator’s decision, if different from the advice of SCC.
- The proforma for reporting is available on electronic platform at www.ibbi.gov.in for reporting the liquidator’s decisions in which liquidator has to mention the justification for different view than that of the Stakeholders Consultation Committee (SCC), voting results, Minutes of the SCC.
CASE LAWS
1. ROC Delhi penalizes directors for incorrect filing and certification of AOC-4.
- The ROC has penalized the director of “Kosher Realhome Private Limited” for incorrect filing and certification of e-form AOC-4.
- ROC imposed the penalty of Rs.5000 on the Sh. Ved Prakash ( Authorised Signatory) u/s 454 R/w section 446 B, of Companies Act, 2013.
2. ROC Patna levies penalty of Rs.100,000 on a Company for non- maintenance of Registered Office.
- The ROC imposed penalty has imposed penalty of Rs 100,000 on Chakra Vision Mutual Benefit India Limited and Rs 100,000 each on the 3 directors of the company non-maintenance of Registered Office as required under section 12(1) & (4) of the Companies Act, 2013.
Due Dates under various laws
| 21/01/2023 | Statement of Investors Complaints (Reg 13(3)) |
| Corporate Governance Report (Reg 27(2)) | |
| Shareholding Pattern (Reg 31(1)) | |
| 30/01/2023 | Reconciliation of Share Capital Audit Report (Reg 76) |
| 31/01/2023 | POSH Annual Report |
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