In the ever-evolving landscape of regulatory frameworks, December 2023 has witnessed notable shifts across Company Law, SEBI, RBI, and Insolvency Law. This compilation aims to provide a comprehensive overview of the latest updates and notifications impacting businesses and investors. From the IEPF Authority’s migration of forms to RBI’s stringent measures on AIF investments, and SEBI’s amendments in social audit norms to NCLT’s circular on Mumbai Bench hearings, this article explores the key developments that demand attention and understanding. Stay informed as we dissect the intricacies of these regulatory changes, offering insights crucial for navigating the intricacies of the contemporary financial and legal environment.
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COMPANY LAW
1. IEPF authority has issued notice regarding migration of IEPF forms on MCA V3 portal.
- IEPF-7 Form will get merged with IEPF-1 form and transfer of the amount will be through MCA21 system. Similarly, IEPF-3 form is likely to be merged with IEPF-4.
Extract of the Notice:
Investor Education and Protection Fund Authority
Ground Floor, Jeevan Vihar Building, 3,
Parliament Street, New Delhi-110001
File No: 213661
Dated: 08th December, 2023
NOTICE
Sub: Intimation about migration of IEPF forms on MCA Version 3
It is to be informed that IEPF forms are likely to be migrated to MCA V3 shortly.
2. In this regard, IEPF-7 Form is likely to be merged with IEPF-1 form and transfer of the amount will be through MCA21 system. Similarly, IEPF-3 form is likely to be merged with IEPF-4 form.
3. Therefore, stakeholders are advised to complete the filing of forms IEPF-7 and IEPF-3 whenever due or where the form has been rejected/expired.
IEPF Authority
RBI / FEMA
1. RBI on 19th December 2023 issued a notification imposing a bar on all Regulated Entities (REs) with respect to their investments in AIFs.
- No investments can be made in any scheme of AIFs which has downstream investments either directly or indirectly in a debtor company of RE in the preceding 12
- In case of an already existing investment meeting the above criteria, RE need to exit from the investment within 30 days and if unable to exit within 30 days, 100% provision is to be made in the RE books for the investment.
- Click here to read the Notification
2. RBI amends Foreign Exchange Management (Manner of Receipt and Payment) Regulations.
- The trade transactions (receipt and payment for import/export) and other than trade transactions (receipt and payment) from countries mentioned below of eligible goods shall be as provided under the new regulations.
a. Nepal and Bhutan
b. Member countries of ACU, other than Nepal and Bhutan
c. Countries other than member countries of ACU
- Current account transactions (excluding trade transactions) between residents in India and from outside India should be in Indian Rupees. Payments or receipts can also be made through debit/credit to a bank account as per the rules and directions issued under the
- Click here to read the Notification
SECURITIES LAW
1. SEBI has amended norms relating to social audit in ICDR & LODR Regulations.
- Annual impact report shall be assessed by a Social Impact Assessment Firm employing Social Impact
- Not for Profit Organization may raise funds on a SSEs through issuance of ZCP Instruments to Eligible Investors instead of Institutional Investors.
INSOLVENCY LAW
1. NCLT on 11th December 2023 has issued circular to notify that Mumbai Bench, Company Cases will be heard by respective Courts at Mumbai on a designated day.
- Designated days made for company
- The supplementary matter/IBC matters may also be taken up on the day.
- Extract of the Circular:
File No. 25/02/2023-NCLT
NATIONAL COMPANY LAW TRIBUNAL
6th Floor, Block-3,
CGO Complex, Lodhi Road,
New Delhi- 110003
Dated: 11th December 2023
CIRCULAR
In Supersession of order no. 25/02/2023-NCLT dated 23.11.2023, it is hereby notified for information of Members of Bar, Party-in-persons and all concerned that the Competent Authority has been pleased to directed as under:
At the Mumbai Bench, Company Cases will be heard by respective Courts at Mumbai in the following manner on a designated day. However, in addition, the Supplementary matter and IBC matters may also be taken up on the day.
Hearing of Company Cases:
| Day of the Week | Court No. of Mumbai Bench |
| Monday | Court No. II |
| Tuesday | Court No. III |
| Wednesday | Court No. V |
| Thursday | Court No. IV |
| Friday | Court No. I |
2. This issues with the approval of Hon’ble President, NCLT.
(Naveen kumar Kashyap)
Registrar
Insolvency Law
The NCLT held that amalgamation of “a Sole Proprietorship Firm” with “a Company” is not permissible.
1. In case of SVS Marketing Sanitaryware Ltd. v. Kajaria Bathware Pvt. Ltd.
- NCLT ruled that on basis of definition provided under Section 2(20) of Companies Act, 2013, the Sole Proprietorship Firm and Individual Proprietor cannot be considered as company. Hence, the Merger and Amalgamation of a “Sole Proprietorship Firm” and “a Company” is not permissible under Section 232 of the Companies Act 2013.
- Further court held that entities involved in Amalgamation Scheme under Section 230-232 of the Companies Act, 2013 have to be necessarily “Companies” as defined under Section 2(20) of the Companies Act, 2013.
The NCLT also dismissed the claims of operational debts by the creditor while observing that the application was misconceived under IBC.
2. ROC issued SCN for non-filing of MGT-6 and levied penalty on subsidiary and foreign holding company.
- ROC issued show cause notice (SCN) to wholly owned subsidiary (WOS) based in annual return (Form MGT -7) filed for 2022-23 for non filing of MGT-
- The company filed a return after getting SCN however penalty of 1.56 lacs was imposed in WOS and Rs. 1.56 lacs on foreign holding company
- Click here to read the order
Due Dates under various laws
| 21st January 2024 | Statement of Grievance Redressal Mechanism (Reg 13(3)) |
| Corporate Governance Report (Reg 27(2)) | |
| Shareholding Pattern (Reg 31(1)) | |
| 30th January 2024 | Reconciliation of Share Capital Audit Report (Reg 76) |
| 31st January 2024 | POSH Annual Report |
Disclaimer: This newsletter is a compilation of updates prepared and circulated from the academic point of view only and are not intended to constitute professional advice on any matter. The views and opinions expressed in this newsletter are those of the author of this document and are based on the internal research done by the Author.
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