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Stay informed with the latest regulatory updates for February 2023 in Company Law, Securities Law, POSH, and more. Explore key amendments, circulars, guidelines, case laws, and due dates under various laws.

COMPANY LAW

1. MCA circular on 21st February 2023 for further extension of time for filing of E forms without additional fee.

  • Additional time till 31st March 2023 has been provided for filing of 45 revamped E forms without any additional fees whose due dates are between 07.02.2023 and 02.2023.
  • Clarification has been given by MCA that whose due dates are between 01.2023 and 28.02.2023, can file Form PAS 3 without payment of any additional fees till 31st March 2023.
  • Resubmission period extended by 15 days if resubmission falls between 01.2023 to 28.02.2023 and extension of 20 days in case of name reservation.
  • Click here for the Circular

2. MCA permitted the physical submission of certain forms duly signed by the concerned person.

  • 6 forms (Form GNL-2, MGT-14, PAS-3, SH-8, SH-9, SH-11) are allowed to be submitted in Physical mode for the period from 22.02.2023 to 31.03.2023 with the concerned
  • Required undertaking from the company that, the company shall also file the same Form in electronic form on MCA-21 Portal along with fee
  • Click here for the Circular

SECURITIES LAW

1. SEBI expands definition of ‘employee’ through informal guidance

  • The question had arisen that Doctors , who work for a few hours for a company but free to carry on private practice and have other earnings, are considered as employees and whether they should be entitled to ESOPs?
  • SEBI, gave a positive answer and said a close reading of the definition of the term ‘employees’ under the Sebi SBEB regulations reveals that employees do not have to work full time for the
  • Gig workers also covered
  • Click here for Guidance Letter

2. Key Highlights of SEBI Buy-Back Amendments Regulations 2023.

  • Effective from 9th March 2023
  • Buyback limits shall now be based upon standalone ‘or’ consolidated financial statements of the company whichever is lower
  • SEBI has eliminated Buyback from odd-lot holders, the allowed methods of book building & open market purchase to carry out buyback still persist.
  • The option for the company to increase the maximum buy-back price and decrease the number of securities proposed to be bought back.
  • copy of the public announcement of Buyback on the respective websites of the stock exchange, merchant banker and the stock exchange, merchant banker and the company.
  • The securities certificates shall be extinguished and destroyed in presence of the Secretarial Auditor within 7 working days instead of 15 working days.
  • Disclosures, filing requirements and timelines for buy-back be through the book-building process like offer shall be kept open for a minimum of two trading days, Retail investors will have the option to bid at the buy-back price.
  • Click here for Regulation

3. SEBI introduces issue summary document for IPO papers in XBRL format

  • Mandated the filing of an issue summary document (ISD) for IPO and other issues so that investors and stakeholders will get complete company information in one place.
  • ISD is introduced in XBRL format for Initial Public Offer (IPO), Further Public Offer, further issues — preferential issue, qualified Institutions Placement (QIP), rights issue, issue of American Depository Receipts (ADRs), Global Depository Receipts (GDRs) and Foreign Currency Convertible Bonds (FCCBs), among others.
  • ISD should be filed in two stages. In the first stage, the ISD will be filed with pre-issue fields and in the second stage, the ISD will be filed with post-issue fields after allotment is completed.
  • Click here for Circular

Regulatory updates

4. SEBI notifies Issue and Listing of Non-Convertible Securities (Amendment) Regulations, 2023

  • Inclusion of specific subcategories (blue and yellow bonds) within the definition of green debt security
  • If an issuer is a company, it shall ensure that its Articles of Association has a provision that requires its Board of Directors to appoint the person nominated by the debenture trustee(s) as a director on its Board of Directors.
  • Prescribed the manner of service of notices in relation to recall or redemption of non-convertible securities prior to maturity.
  • In case of public issue of debt securities or, non-convertible redeemable preference shares, the offer shall be kept open for a minimum of three working days and a maximum of ten working days.
  • Click here for Regulation

5. SEBI issues Master Circular on Takeover Regulations

  • To provide stakeholders with access to the provisions of the circulars applicable at one place, Master Circular for the Take Over Regulations has been
  • Previous circulars listed out related to SEBI Takeover Regulations has been rescinded, after the issuance of this Master
  • Click here for Master Circular

POSH

1. Guidelines for submission of Annual Report under POSH Act 2013

  • All members of the Internal Committee (IC) to prepare report for each calendar year and it should be unanimously approved by all IC members.
  • The report should be submitted with complaints and other related columns reading ‘0’ or ‘nil’ even if there is no complaint filed in the organization during the year.
  • IC meetings held quarterly cannot be considered as training programmes.
  • POSH Annual  report   shall   be   submitted  by   January  31   to   the   district officer/district collector.
  • The employer can be charged with a penalty of `50,000 for non-compliance and be charged with a severe penalty and/or risk suspension of license or cancellation of registration to work.

CASE LAWS

1. POSH Act holds Institutions accountable for delayed action on sensitive sexual harassment complaints.

  • In the matter of IFCI Factors Limited question was whether re-examination in the case of sexual assault is important in providing punishment to the accused?
  • The court held that the complainant cannot be harassed and put to inconvenience to appear again and again before the ICC as it was reconstituted and be expected to produce witnesses to support her case, all over again.
  • A bench of Justice said, “Adjudication of complaints relating to sexual harassment needs to be dealt with utmost care. The inquiry needs to be done by a duly constituted ICC and the same needs to be complete in all aspects. Institutions cannot escape liability for dragging on these sensitive complaints”

2. NCLT obliged to direct for liquidation only if CoC’s decision to liquidate is in accordance with the provision of IBC.

  • In the case of Hero Fincorp Limited v M/s Hema Automotive Pvt. Ltd. the CoC resolved to liquidate the Corporate Debtor after preparation of the Information Memorandum and before the period for inviting Expression of Interest could expire.
  • It was held that the Adjudicating Authority’s obligation to direct for liquidation shall arise only when the CoC’s decision to liquidate is in accordance with IBC.
  • When appealed was filed, NCLAT Principal Bench upheld the Adjudicating Authority’s decision to reject the liquidation application.

Due Dates under various laws

31/03/2023

Directors Declaration of Interest in other companies/firms/LLPs/others- MBP1/DIR8
Form CSR-2: Report on Corporate Social Responsibility for FY 2021-22
CSR Spend for FY 2022-23 as per section 135 of Companies Act, 2013
Extended date of filing 46 company forms without late fees.
Physical filing of GNL-2, MGT-14, PAS-3, SH-8, SH-9 & SH-11.

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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