> Company Law:
1. Clarification of holding Annual General Meeting (AGM) through Video Conference (VC) or Other Audio Visual Means (OAVM)
2. Companies (Prospectus and Allotment of Securities) Amendment Rules, 2022
3. Companies (Share Capital and Debentures) Amendment Rules, 2022
4. Companies (Incorporation) Second Amendment Rules, 2014
5. Clarification on passing of Ordinary and Special Resolution by Companies under the Companies Act, 2013
6. Companies (Compromises, Arrangements and Amalgamations) Amendment Rules, 2022
7. Companies (Appointment and Qualification of Directors) Amendment Rules,
8. Companies (Accounts) Third Amendment Rules, 2022
9. Relaxation in paying additional fees in case of delay in filing Form 11 (Annual Return) by Limited Liability Partnership
10. Relaxation in paying additional fees in case of delay in filing all the event based e- Forms by LLPs which are due on and after 25th February, 2022 to 31st May, 2022 up to 30th June, 2022
11. Micro Finance/ Micro Credit as an object in the Object Clause of Memorandum of Association of Section 8 Companies registered under the Companies Act,
> Securities Law:
1. Relaxation from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
2. Simplification of procedure and standardization of formats of documents for transmission of securities
3. Simplification of procedure and standardization of formats of documents for issuance of duplicate securities certificates
4. Streamlining the Process of Rights Issue
5. Revised format of security cover certificate, monitoring and revision in timelines
> Micro, Small and Medium Enterprises Development Act, 2006
1. Extension in the date of validity of registration of existing registered enterprises under MSME till June 30, 2022
> Insolvency Law:
1. Lenders can invoke personal guarantees in IBC cases, says Supreme Court
2. Standard Operating Procedure (SOP) for NCLT cases in respect of the lnsolvency and Bankruptcy Code (IBC)
3. Withdrawal of IBBI Circular dated 26th August, 2019 regarding applicability of IBBI (Liquidation Process) (Amendment) Regulations, 2019 notified on 25th July, 2019
> Due Dates Under Various Laws:
1. Clarification of holding Annual General Meeting (AGM) through Video Conference (VC) or Other Audio Visual Means (OAVM)
- AGMs due in year 2022 can conduct their AGM’s on or before 31st December, 2022 through VC or
- Click here for Circular
2.Companies (Prospectus and Allotment of Securities) Amendment Rules, 2022
- In case offer or invitation made to body corporate incorporated in, or a national of, a country which shares a land border with India, Government approval under the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 is required and to be attached with the private placement offer cum application
- In Private placement offer letter, additional disclosure required whether Government approval under the FEMA (Non-debt Instruments) Rules, 2019 required or not
- Click here for Notification
3. Companies (Share Capital and Debentures) Amendment Rules, 2022
New declaration in Form SH-4 has been inserted whether requirement to obtain Government approval under the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 prior to transfer of shares is applicable or not.
4. Companies (Incorporation) Second Amendment Rules, 2014
- Form No. INC-9 substituted with new Form No. INC-9 e.f 1st June 2022 with additional declaration whether required to obtain prior approval under FEMA (Non debt Instruments) Rules 2019 prior to subscription of shares
- In Form INC-32 (Spice +), declaration regarding person seeking appointment is a national of a country which shares a land border with India or not has been inserted and if yes, necessary clearance to be attached.
- Click here for Notification
5. Clarification on passing of Ordinary and Special Resolution by Companies under the Companies Act, 2013
- Companies can conduct their EGM through Video Conference (VC) or Other Audio Visual Means (OAVM) or transact items through postal ballot upto 31st December,
- Click here for general circular
6. Companies (Compromises, Arrangements and Amalgamations) Amendment Rules, 2022
- Declaration in Form No. CAA-16 (new form) required whether prior approval under FEMA (Non debt Instruments) Rules 2019 required or not
- Click here for Notification
7. Companies (Appointment and Qualification of Directors) Amendment Rules, 2022.
- Person who is a national of a country which shares land border with India, has to take necessary security clearance from the MHA and attach the same along with the consent and DIN application
- Consent form also accordingly amended
- Click here for Notification
8. Companies (Accounts) Third Amendment Rules, 2022
- Form CSR-2 filing date has been extended upto 30th June 2022 for FY 2020-21.
- Click here for Notification
9. Relaxation in paying additional fees in case of delay in filing Form 11 (Annual Return) by Limited Liability Partnership
- Extension to file e-Form 11 upto 30th June, 2022 without paying additional fees.
- Click here for General Circular
10. Relaxation in paying additional fees in case of delay in filing all the event based e-Forms by LLPs which are due on and after 25th February, 2022 to 31st May, 2022 up to 30th June, 2022
11. Micro Finance/ Micro Credit as an object in the Object Clause of Memorandum of Association of Section 8 Companies registered under the Companies Act, 2013.
- Directions have been given to ROCs not to allow any alteration in the main objects by Section 8 companies for carrying out micro finance activities by way of passing Special Resolution and filing of Form MGT-14.
- Click here for General Circular
1. Relaxation from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
- Relaxations from dispatching of physical copies of financial statements for the year 2022 till December 31,
- Listed entities to send hard copies to the shareholders who request for the
- Sending proxy forms has been dispensed up to December 31, 2022 in case of general meetings held through electronic mode
- Click here for Circular
2. Simplification of procedure and standardization of formats of documents for transmission of securities
- Procedure for transmission of securities has been simplified.
- Legal Heirship Certificate or equivalent certificate is acceptable as documents for transmission. Also, Will acceptable as valid document for transmission of
- Click here for Circular
3. Simplification of procedure and standardization of formats of documents for issuance of duplicate securities certificates
- Requirements for issuance of duplicate share certificates simplified- FIR copy, newspaper advertisement, Affidavit & Indemnity required
- Fake / forged / stolen certificates or certificates where duplicate certificate is issued to be seized and disposed
- Listed company to take special contingency insurance policy from the insurance company towards the risk
- Duplicate securities shall be issued in dematerialized mode only.
- Click here for Circular
4. Streamlining the Process of Rights Issue
- Streamline in the process of rights
- Trading in Right Entitlements on the secondary market platforms of stock exchanges commence along with the opening of the rights issue is to be closed at least three working days prior to the closure of rights (Earlier it was four days)
- Click here for Circular
5. Revised format of security cover certificate, monitoring and revision in timelines
- Security cover format has been revised, applicable e.f. 01/10/2022.
- Security cover certificate required to be prepared by listed entity on quarterly basis and statutory auditor to certify the book value of assets provided in
- Separate certificate to be prepared if more than one Debenture
- Click here for Circular
MICRO, SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT 2006
1. Extension in the date of validity of registration of existing registered enterprises under MSME till June 30, 2022
- validity date of the existing enterprises registered prior to June 30, 2020, extended till March 31,
- Click here for Notification
1. Lenders can invoke personal guarantees in IBC cases, says Supreme Court
- Lenders can initiate insolvency proceedings against promoters, directors and chairman who have signed personal guarantees on corporate loans irrespective of pendency of any proceeding against the Corporate Debtor under (Supreme Court)
Read Relevant SC Judgment- Banks can invoke Personal Guarantees of Promoters: Supreme Cour
2. Standard Operating Procedure (SOP) for NCLT cases in respect of the insolvency and Bankruptcy Code (IBC)
- GST and Custom Authorities classified as Operational Creditors and are required to submit their claims against corporate debtors when corporate insolvency and resolution process is initiated and public announcement inviting claims is made by the insolvency
- Details of public announcement to be shared on regular basis to an identified office/officer or centralized
- The Additional Director General, DGPM (hereinafter referred as the Nodal Officer) will receive the information regarding initiation of the insolvency resolution process of a unit/company from the lBBl for which a dedicated email lD, to be accessed by the said Nodal officer, will be
- The Nodal Officer will disseminate the information received by him, through official email’ to all Zonal Pr./ Chief Commissioners with a copy to the concerned Pr. Commissioner/ Commissioner within 02 (Two) working
- Click here for Circular
3. Withdrawal of IBBI Circular dated 26th August, 2019 regarding applicability of IBBI (Liquidation Process) (Amendment) Regulations, 2019 notified on 25th July, 2019
- IBBI had issued a Circular on 26th August, 2019 clarifying that the provisions of IBBI (Liquidation Process) (Amendment) Regulations, 2019 were applicable only to liquidation processes, which commenced on or after 25th July,
- In order to bring more clarity, IBBI has notified the IBBI (Liquidation Process) (Amendment) Regulations, 2022 to clarify that provisions of regulations 2A, 21A, 31A and 44 as amended / inserted by the Amendment Regulations 2019 shall apply only to the liquidation processes commencing on or after 25th July,
- Click here for Circular
DUE DATES
| SUN | MON | TUE | WED | THU | FRI | SAT |
| 1 | 2 | 3 | 4 | |||
| 5 | 6 | 7 | 8 | 9 | 10 | 11 |
| 12 | 13 | 14 | 15 | 16 | 17 | 18 |
| 19 | 20 | 21 | 22 | 23 | 24 | 25 |
| 26 | 27 | 28 | 29 | 30 |
Due Dates under various laws
|
29.06.2022 |
Form NDH-1 – Return on Statutory Compliances |
| 30.06.2022 | Return of Deposit in Form DPT-3 |
| 30.06.2022 | Form 11- Annual Return of Limited Liability Partnership |
| 30.06.2022 | Form CSR 2 |
| 30.06.2022 | Various event based LLP e-Forms (due dates of which is between 25th February, 2022 and 31st May, 2022) |
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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