Introduction: The landscape of legal regulations governing businesses is dynamic and constantly evolving. From amendments in Company Law and Securities Law to updates in POSH Act and Insolvency Law, staying informed about these changes is crucial for businesses to ensure compliance and smooth operations.
Company Law
1. MCA has issued notification announcing establishment of Registrar Central Processing Centre (CPC)
- CPC to take decision on application, e-forms or documents within thirty days from the date of its filing.
- It shall exercise jurisdiction all over India in respect of the examination of following application, e-forms or documents namely:
| MGT-14 | INC-6 | DPT-3 | SH-8 |
| SH-7 | INC-27 | MSC-1 | SH-9 |
| INC-24 | INC-20 | MSC-4 | SH-11 |
2. MCA relaxed additional fees and Extension of last date of filing Of Form No. LLP BEN -2 and LLP Form No. 4D.
- E-form LLP BEN-2 to file return to the registrar in respect of declaration under Section 90 of Companies Act, 2013 and,
- E-form LLP form 4D to file return to registrar in respect of declaration of beneficial interest in contribution received by LLP.
- The above 2 forms can be filled without payment of any additional fees, upto 15.05.2024 and shall be available on MCA V3 portal w.e.f. 15.04.2024
- Click here for circular
3. MCA announced new Change Request Form (CRF) on V3 portal.
- CRF form mainly for Master Data correction and to comply with certain directions of Courts/Tribunals, which ordinarily cannot be complied with through existing functionality of forms or services on MCA -21 systems.
- The Form should be processed by ROC within 03 days of its filing, after which it should be forwarded to Joint Director (e-governance cell), who shall process and decide the matter within a maximum time of 07 days.
- Click here for circular.
Securities Law
1. SEBI has issued guidelines for resubmission of draft offer documents.
- Draft offer documents shall be scrutinized based on broad guidelines and documents which are not compliant with Schedule VI of ICDR Regulations and newly issued guidelines both shall be returned back to the issuer.
- No fees to be paid again in case of resubmission
- Click here for circular
POSH
1. POSH Act to be amended after 10 years
Currently, there is a Bill (BILL NO. XCV OF 2022) pending in the Rajya Sabha to amend certain provisions of the POSH ACT, 2013 if it goes through the process it will be called POSH (Amendment) Act, 2024.
Following are the proposed amendments:
- It provides that the basic limitation period for filing complaints shall be fixed at one year.
- Omission of Sec 10 (allows of conciliation) due to concern of coercive
- Click here to read circular
Insolvency Law
1. An insolvency professional to resign only after approval of NCLT
- An insolvency professional may resign from the assignment after approval from CoC and approval NCLT.
- Click here for circular
2. Resolution Professional (RP) to provide a copy of the report which is submitted to Adjudicating Authority recommending approval or rejection of application to both debtor and creditor in all cases
- IBBI has now advised that the RPs shall provide a copy of his/her report on application made by Creditor or Debtor to initiate insolvency resolution process to both debtor and creditor in all cases
- This will ensure that the debtor and the creditor are well-informed about the evaluation and recommendations made by the RP, thereby promoting transparency and informed decision-making.
- Applicable for Insolvency resolution and Bankruptcy process for Individuals and Partnership firms
- Click here for circular
3. Insolvency Bankruptcy board of India amends Insolvency and Bankruptcy board of India (Voluntary Liquidation Process) Regulations, 2017.
- The directors of the corporate person while initiating the voluntary liquidation process shall make disclosure about pending litigations and shall also declare that sufficient provision has been made to meet the likely obligations arising, if any, on account of the pending litigation.
- If the liquidator fails to liquidate the corporate person within stipulated period of 90 days or 270 days, he shall hold a meeting of contributories of the corporate person and present a status report within fifteen days from the end of such period and thereafter at the end of every such succeeding period, specifying the reasons for not completing the process within the stipulated time period.
- After submission of final report but before dissolution order is passed by NCLT, in case any person having genuine claim applies to Liquidator, the Liquidator can request the Board post which distribution can be done to the
- Click for circular
4. IBBI amends IBBI (Insolvency Resolution Process for Personal Guarantor to corporate debtors) Regulations, 2019.
- The amendment removes the restrictions on an insolvency professional (IP) to be appointed as resolution professional (RP) or bankruptcy trustee (BT) in the insolvency resolution process or bankruptcy process of personal guarantors (PGs) to corporate debtors (CDs) respectively, if she has acted or is acting as interim resolution professional, RP or liquidator during the corporate insolvency resolution process (CIRP) or liquidation process of the
- Click here for circular
5. IBBI amends IBBI (Insolvency Resolution Process for corporate debtor) Regulations, 2016.
- Where the corporate debtor has any real estate project, IRP or RP as the case may be shall operate separate bank accounts for each such real estate
- Resolution professional shall convene the meeting of COC before the lapse of 30 days from the date of the last meeting.
Provided that COC may extend the period of interval between such meeting subject to condition that there shall be at least one meeting in each quarter.
- Member who did not vote at the meeting on the matter listed for voting shall vote by electronic voting system and the voting window shall be kept open for minimum 24 hours and maximum 7 days from circulation of the minutes.
- The resolution professional shall provide the fair value, the liquidation value and valuation reports after receipt of Resolution Plan to every member of the committee in electronic form, on receiving an undertaking from the member to the effect that such member shall maintain confidentiality of the fair value, the liquidation value and valuation reports and shall not use the information contained in the valuation reports to cause an undue gain or undue loss to itself or any other person.
- Monitoring committee may be formed for implementation of resolution plan
- Click here for circular
Other updates
1. Amendment in Income Tax Act 45 Days Payment Rule under section 43b clause (h) under Income Tax Act.
- Section 43B of the IT Act, deals with deduction allowed on actual payment basis.
- Applicable for FY 2023-24 onwards
- Clause (h) says that the deduction for MSME payments will be allowed on actual payment basis, i.e. in the year in which the payment is actually made.
- Sec 43B(h) applicable only to micro and small enterprises engaged in manufacturing of goods and rendering of services and not medium enterprises
- Timelines for payment to MSME provided in Section 15 of the MSMED Act.
- Click here for circular
2. ICSI has issued revised Secretarial Standards.
- Mainly changes are done to align the secretarial standards with amendments in Companies Act 2013
- Applicable e.f.1st April 2024
- Read: ICSI Announces Revised Secretarial Standards: SS-1 & SS-2
3. The Delhi High Court ruling for social media sharing
Recent ruling by Delhi High Court held that reposting/sharing defamatory content will now be subject to reasonable curbs and can amount to defamation.
Due Dates under various laws
|
31st March 2024 |
Directors Declaration of Interest in other companies/firms/LLPs/others- MBP-1/DIR-8 |
| Form CSR-2: Report on Corporate Social Responsibility for FY 2022-23 | |
| CSR Spend for FY 2023-24 as per section 135 of Companies Act, 2013 |
Conclusion: Navigating the intricate web of legal requirements demands vigilance and understanding. With recent amendments and updates in various laws impacting businesses, it’s imperative to stay abreast of these changes to avoid penalties and legal repercussions. Seeking professional advice and adhering to compliance measures are essential for sustainable business practices.
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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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