In recent days the Ministry of Corporate Affairs make number of amendments in Companies Act 2013, LLP Act and their rules thereunder. Here the list of the same for the month May 2022 and June 2022 :
1. MCA has issued a notification to notify the Companies (Accounts) Third Amendment Rules, 2022 which shall come into force on the date of their publication in the Official Gazette i.e 31-05-2022. Through this notification, MCA has once again extended the due date of filing Form CSR-2 for the financial year 2020-2021 to June 30, 2022. Earlier this date was extended up to May 31, 2022 from March 31, 2022. All companies which are eligible for CSR are required to file Form CSR-2 and shall ensure to file it separately for the preceding financial year i.e., 2020-2021, on or before May 31, 2022, after filing Form AOC-4 or AOC-4 XBRL or AOC-4 NBFC (Ind AS), as is applicable. Further, it is notified that for the financial year 2021-2022 also, Form CSR-2 shall be filed separately on or before March 31, 2023 after filing Form AOC-4 or AOC-4 XBRL or AOC-4 NBFC (Ind AS), as the case may be.
2. MCA has issued a general circular to provide Relaxation in paying additional fees in case of delay in filling all the event-based e – forms by LLP’s. Based on the representations received by the MCA, seeking an extension of timelines for filing the event-based forms by LLP’s without paying additional fees in view of the transition from version – 2 of MCA – 21 to version – 3. Keeping in view these representations and to promote compliance on part of the LLP’s, the MCA has decided to allow LLP’s to file various event-based LLP e – Forms, due dates which are falling between February 25, 2022, and May 31, 2022, without paying additional fees up to June 30, 2022.
3. MCA has issued a General Circular to provide relaxation in paying additional fees in case of delay in filing Form 11 (Annual Return) by Limited Liability Partnerships (“LLPs”) upto June 30, 2022. This Ministry has received representation seeking an extension on timelines for filing the Annual Return (Form 11) by LLPs without paying additional fees. In view of the transition from version-2 of MCA-21 to version-3 and to promote compliance on part of LLPs, it has been decided to allow LLPs to file e-Form 11 (Annual Return of Limited Liability Partnership) for the Financial Year 2021-2022 without paying additional fees up to June 30, 2022.
4. MCA has issued a notification to notify the Companies (Compromises, Arrangements, and Amalgamations) Amendment Rules, 2022which shall come into force on the date of their publication in the Official Gazette i.e. 30-05-2022. Through this amendment, MCA has added a new sub-rule 4 in Rule 25A of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, to provide that in case of a compromise or an arrangement or merger or demerger between an Indian company and a company or body corporate which has been incorporated in a country which shares a land border with India, a declaration in Form No. CAA-16 shall be required at the stage of submission of an application under Section 230 of the Act. Accordingly, a new Form CAA – 16 is also notified which is to be signed by the authorised representative of the companies involved and a declaration to be provided that whether the company/body corporate is not required to obtain prior approval under the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 or not. A copy of the approval is also required to be attached with the Form CAA-16.
5. MCA has issued a clarification w.r.t Micro-Finance/Micro Credit as an Object in the Object Clause of MOA of Section 8 companies registered under the Companies Act, 2013. MCA has been observed that various Section 8 companies are altering their object clause for carrying out micro-finance activities by way of passing Special Resolution, changing Activity code and subsequently filing of e-form MGT-14 with the concerned ROCs, even though at initial incorporation, the ROC (CRC) is not allowing Section 8 companies to get incorporated with the objects of microfinance activities in view of Ministry’s direction letter no. No. 05/33/2017-CL.V dated 10.02.2020 and letter dated 31.8.2020. It is clarified that immediate action on the part of RoCs is required as per law, including changing their objects to prevent such companies from carrying out micro-finance activities. Further, the Office of DGCoA shall ensure strict compliance by all the ROCs with the instructions contained in the letters issued earlier by the Ministry on this subject. Further, the ROCs shall also circulate these directions to all the officers/officials to ensure examination in accordance with the law, while processing e-forms relating to Incorporation of Companies and Change in Objects of the MOA of Section 8 companies registered under the Companies Act, 2013.
6. MCA has issued a notification to notify the Companies (Appointment and Qualification of Directors) Amendment Rules, 2022 which shall come into force on the date of their publication in the Official Gazette 01-06-2022. MCA has tightened the norms for the appointment of any person, as director in an Indian Company, who is a national of a country that shares a land border with India. Accordingly, in case the person seeking appointment is a national of a country that shares a land border with India, necessary security clearance from the Ministry of Home Affairs, the Government of India shall also be attached along with the consent. Further, no application number shall be generated in case of the person applying for the Director Identification Number is a national of a country that shares a land border with India, unless necessary security clearance from the Ministry of Home Affairs, Government of India has been attached along with an application for Director Identification Number.
7. MCA has notified the Companies (Appointment and Qualification of Directors) Second Amendment, Rules,2022 to further amend the Companies (Appointment and Qualification of Directors) Rules, 2014 which shall come into force on the date of their publication in the Official Gazette 10-06-2022. The amendment is brought under Rule 6 which deals with compliances required by a person eligible and willing to restore his name in the independent director databank. Accordingly, any individual whose name has been removed from the databank may apply for restoration of his name on payment of fees of one thousand rupees and the institute shall allow such restoration subject to the conditions, that his name shall be shown in a separate restored category for a period of one year from the date of restoration within which, he shall be required to pass the online proficiency self-assessment test and thereafter his name shall be included in the databank, only, if he passes the said online proficiency self-assessment test and in such case, the fees paid by him at the time of initial registration shall continue to be valid for the period for which the same was initially paid; and in case he fails to pass the online proficiency self-assessment test within one year from the date of restoration, his name shall be removed from the data bank and he shall be required to apply afresh for inclusion of his name in the databank.
8. MCA has notified the Companies (Removal of Names of Companies from the Register of Companies) Amendment Rules, 2022, which shall come into force on the date of their publication in the Official Gazette 09-06-2022.The amendment brought the revisions to the procedure for striking off a company. Accordingly, where the Registrar, on examining the application made in Form STK-2, finds that it is necessary to call for further information or finds such application or any document annexed therewith is defective or incomplete in any respect, he shall inform the applicant to remove the defects and re-submit the complete Form within fifteen days from the date of such information, failing which the Registrar shall treat the Form as invalid in the electronic record, and shall inform the applicant. After the re-submission of the Form or document, if the Registrar finds that the Form or document is defective or incomplete in any respect, he shall give the further time of fifteen days to remove such defects or complete the Form, failing which the Registrar shall treat the Form as invalid in the electronic record and shall inform the applicant, accordingly. Any re-submission of the application in Form STK-2 made prior to the commencement of the Companies (Removal of Names of Companies from the Register of Companies) Amendment Rules, 2022 shall not be counted for the purposes of reckoning the maximum number of re-submissions of such Form.
9. MCA has notified the National Financial Reporting Authority (NFRA) Amendment Rules 2022 which shall come into force on the date of their publication in the Official Gazette i.e. 17-06-2022. According to the National Financial Reporting Authority (NFRA) amendment rules 2022, Rule 13 is amended to provide the revised penalty provision for non-compliance or contravention with any of the provisions. It is provided that any non-compliance or contravention with any of the provisions will attract a penalty of ₹5,000/- and where the contravention is a continuing one, a further fine of ₹500/- for every day during the period of contravention. This applies to offenses for which the penalty is not specified elsewhere in the law. The rule has been amended to drop a reference to Section 450 of the Companies Act which specifies a cap of ₹200,000/- in the case of a company and ₹50,000/- for an officer in default or any other person for offenses that persist.
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