Company Law
1. MCA widens scope of small companies; increases threshold limit for paid up capital and turnover : Small Company thresholds limit is revised by increasing the limit of paid up Capital from ‘Rs. 2 crore’ to ‘Rs. 4 crore’ and turnover from ‘Rs. 20 crore’ to ‘Rs. 40 crore’.
MCA amends definition of Small Company w.e.f. 15.09.2022
2. MCA has notified CSR Amendment Rules, 2022 with Major Changes:
- If Company having any balance in “Unspent CSR Account” due to ongoing project, constitution of CSR committee is mandatory,
- Earlier CSR Provision once applicable, then it remained applicable for 3 years, and CSR provision is no longer applicable when company ceased to meet the threshold requirements under 135(1) for three years, Now CSR Rule 3(2) has been omitted, so once CSR provision becomes applicable, it will remain applicable.
- CSR activities can be undertaken through a registered-public trust/ society, exempted u/s 10(23C)(iv), (v), (vi), and (via) or registered under section 12A and 80G of the Income Tax Act, 1961.
- Limits to book expenditure towards impact assessment is amended to higher of 2% of total CSR Expenditure of FY or 50 Lakhs,
- Revised format of Annexure-II for the Annual Report on CSR activities to be annexed to the Board’s report
Companies (CSR Policy) Amendment Rules, 2022
3. MCA Clarification on “mandating Companies to round off Figures appearing in Financial Statements”
- In view of amendment in schedule III, companies can now provide absolute figures in e-forms AOC-4, the same shall not be treated as incorrect certification by the Professionals.
4. Extension for filing e-form DIR-3 KYC & DIR-3 KYC WEB without filing fees upto 15th October 2022
MCA extends time for DIR-3KYC till October 15, 2022
SECURITIES LAW
1. NSE has issued guidance note on use of digital signature certificate (DSC) for announcements submitted by listed companies.
- All the listed companies shall submit all corporate announcements using DSC in compliance with the NSE Circular except the prescribed disclosures and events as mentioned in the Circular.
NSE Guidance note on use of digital signature by listed companies
2. SEBI has issued a framework for social stock exchange
A new framework for the Social Stock Exchange has been shared by the SEBI for NPOs (non-profit organisations) specify the Minimum requirement for registration, disclosure requirement for fund raising through Zero Coupon instruments and annual disclosure requirement.
SEBI Framework on Social Stock Exchange (SSE)
INSOLVENCY LAW
1. IBBI Prescribed norms relating to payment of Minimum fees to Interim Resolution professional (IRP) and Resolution professional (RP).
- A new Regulation 34B has been added.
- On or after 01-10-2022 fees shall be as specified in Schedule II based on amount of claims admitted ranging from 1 lakh to 5 lakhs p.m.
- Performance-linked incentive fees prescribed for timely resolution ranging from 1% to 5% of realizable value have also been prescribed.
IBBI (Insolvency Resolution Process for Corporate Persons) (Third Amendment) Regulations, 2022
2. IBBI has inserted clause in the First Schedule, i.e 26A in relation to fees paid to professional/service provider under resolution process
- An insolvency professionals (IPs) are restricted from accepting /sharing any fees or charges from any professional and/or support service provider who are appointed under the processes.
IBBI (Insolvency Professionals) (Second Amendment) Regulations, 2022
3. IBBI has prescribed (Liquidation Process) (Second Amendment Regulations,2022
- Major modifications in Liquidation Regulations such as Committee of Creditors (COC) constituted during CIRP shall function as stakeholder consultation committee (SCC) for first 60 days, thereafter SCC shall be reconstituted based upon admitted claim.
- SCC may propose for replacement of liquidator to AA
- If any claim is not filed during liquidation process, then the amount of claim collated during CIRP shall be verified by the liquidator.
- Wherever the CoC decides that the process of compromise or arrangement may be explored during liquidation process, the liquidator shall file application before Adjudicating Authority for the same within thirty days of the order of liquidator.
IBBI (Liquidation Process) (Second Amendment) Regulations, 2022
4. IBBI has prescribed (Insolvency Resolution Process for Corporate Persons) (Fourth Amendment)Regulations,2022
- Insolvency Resolution professional has to open separate email accounts for all correspondence with the stakeholders.
- Further, in the event of his replacement by a resolution professional, IRP is required to handover the credentials of the email to RP.
- IRP to send communication with copy of public announcement to all creditors
- Strategy for marketing of assets of the corporate debtor to be prepared by IP
- Information memorandum to contain the key selling propositions and serves as a comprehensive document
IBBI (Insolvency Resolution Process for Corporate Persons) (Fourth Amendment) Regulations, 2022
5. IBBI has notified the IBBI (Insolvency Professional) (Fourth Amendment) Regulations, 2022
- An amendment has been made to regulation 2, 4, 7, 7A, 12, 13, First Schedule and Second Schedule. As per the amendment, “professional member” means an individual or an insolvency professional entity recognised by the Board under regulation 13 who has been enrolled as a member of an insolvency professional agency. Earlier, only individuals were covered under the term ‘professional member’.
IBBI (Insolvency Professionals) (Fourth Amendment) Regulations, 2022
FEMA
1. RBI has issued a Circular regarding late submission fees (LSF) for reporting delay under Foreign Exchange Management Act (FEMA), 1999
- To bring uniformity in imposition of late submission fees (LSF) for delay reporting, a matrix has been provided for calculation of LSF for the same.
Late Submission Fee for reporting delays under FEMA
POSH UPDATE
Legal provisions to report online harassment against women
- Online harassment like anonymous communication, posting lewd comments on social media, online stalking, manifestly posting sexual remarks/ pictures/video comprising of sexual insinuations on social media, publishing images which violates the privacy etc are prohibited under Indian laws and punishable with fine, imprisonment under IPC 1860 and IT Act 2000,
- Women can report their complaint to Cyber cell, Police station, POSH Committee, National Commission for women.
Due Dates under various laws
|
14/10/2022 |
Notice to registrar for the Appointment of Statutory Auditor(ADT-1) if AGM date is of 30th September. |
| 15/10/2022 | DIR-3 KYC |
| 21/10/2022 | Shareholding Pattern, Corporate Governance Report, Statement of Investor complaints. |
| 29/10/2022 | Filing of Annual Accounts (Form – AOC-4) if the AGM date is of 30th September, Statement of Account & Solvency LLP (Form 8), Filing Report on AGM (For listed company)(MGT- 15) |
| 30/10/2022 | Reconciliation of Share Capital Audit Report, Statement of Account & Solvency LLP (Form 8) |
| 31/10/2022 | Half Yearly forms for outstanding payment to MSME (MSME FORM 1) |
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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