Mandatory for Nidhi Companies to file form NDH-1 in NDH-4
Before becoming a member, one must ensure that the company is declared as a Nidhi by the Central Government.
Specific timeline of 45 days is provided to convey the approval or rejection towards form NDH-4. In case no decision is conveyed it will be deemed as granted.
Declaration of fulfilment of Fit and Proper person criteria in form NDH-4 to be attached by all the promoters and directors of the company.
Net Owned Fund of not less than 20 Lakh instead of existing 10 Lakh and minimum paid up capital requirement has been enhanced to Rs 10 Lakh as against Rs 5 Lakh.
No Nidhi shall raise loans from Banks or Financial Institution for advancing loan to the members of Nidhi.

2. Companies (Incorporation) Amendment Rules, 2022

Declaration for Commencement of Business (COB) is also now required for Nidhi.

3. Companies (Registration of Charges) Amendment Rules, 2022

Registration of charge is not required when a charge required to be created or modified by a banking company under section 77 in favour of the RBI when any loan or advance has been made to it under section 17 (4) (d) of RBI Act, 1934.

4. Companies (Share Capital and Debentures) Amendment Rules, 2022

In form SH-4 before enclosures the declaration has been added that the transferee is either not required to obtain government approval or has already obtained the same (if applicable) prior to the transfer of shares.

FEMA

1. FEMA (Non-debt Instruments) (Amendment) Rules, 2022

Indian company can issue securities to its employees or directors or employees or directors of its holding company or joint venture or wholly owned overseas subsidiary or subsidiaries who are resident outside India, however sectoral caps apply and prior approval required in case of government route.
Where ESOPs issued to citizens of Bangladesh and Pakistan, prior approved required.

SECURITIES LAW

1. Clarification on applicability of regulation 23(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in relation to Related Party Transactions (RPT)

Shareholders approval for omnibus RPTs valid upto the date of next AGM for not exceeding 15 months
Omnibus approval for material RPT obtained in EGMs valid till 1 year

2. Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities (Amendment) Regulations,2022

100% security cover to be maintained for secured debt securities sufficient to discharge the principal amount and interest.
Due Diligence Certificate shall be furnished by debenture trustee to the Board and Stock Exchange prior to opening of public issue of debt securities.
Charge created should be disclosed in the offer document and debenture trust deed.

3. Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements (Third Amendment) Regulations, 2022

Asset cover replaced with security cover

4. XBRL based filing of Investor Grievance for Listed Companies at NSE

Filing in respect of investor grievance report by all listed companies shall be in XBRL mode only.
Offline utility for XBRL filing has been introduced for more accurate and efficient disclosure.
Click here for Circular

5. SEBI (Listing Obligations and Disclosure Requirements) (Fourth Amendment) Regulations, 2022

The listed entity shall comply with all procedural requirements as specified in Schedule VII of the SEBI (LODR) Regulations, 2015 with respect to transfer and transmission of securities.

INSOLVENCY LAW

1. IBBI (Liquidation Process) (Amendment) Regulations, 2022

It has been clarified that certain regulations like Contribution to liquidation cost, Stakeholders consultation committee, period of completion of liquidation apply to the liquidation processes commencing on or after 25^th July 2019.

POSH

1. Privacy guidelines for POSH Cases is Case-Specific

Guidelines condemning the disclosure of names and details of parties is case specific and not meant for general application.

Due Dates under various laws

30.05.2022	Annual return of LLP in e-form LLP 11 to be filed with the MCA
30.05.2022	Form PAS-6 is a ‘Reconciliation of Share Capital Audit Report’ that is required to be filed on a half-yearly basis by all the Unlisted Public Companies
30.05.2022	Secretarial Compliance Report and Secretarial Audit Report.
15.05.2022	Financial Results along with Limited review report/Auditor’s report under SEBI (LODR) Regulation, 2015
15.05.2022	Annual Disclosure requirements for large entities under SEBI (LODR) Regulation, 2015

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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