Ministry of Corporate Affairs has caused myriad amendments in the Companies Act, 2013 vide its recent Notifications issued on 22.01.2021. In this editorial, the author shall try to cover all Major amendments along with the impact of the same on the Corporates.
List of Such Notifications Circulars is as follows:-
| S. No. | Title | Notification No. | Date |
| 1 | Companies (Incorporation) Amendment Rules, 2021 | G.S.R. 44(E) | 25/01/2021 |
| 2 | MCA notifies amendment to Companies Act, 2013 wef 22.01.2021 | Notification No. S.O. 325(E). | 22/01/2021 |
| 3 | Amendment to Section 135 of Companies Act, 2013 wef 22.01.2021 | Notifications No. S.O. 324(E) | 22/01/2021 |
| 4 | Companies (CSR Policy) Amendment Rules, 2021 | Notification No. G.S.R. 40(E). | 22/01/2021 |
| 5 | New MCA Scheme for condonation of delay for certain companies | General Circular No. 03/2021 | 15/01/2021 |
| 6 | Companies who not followed Process for AGM date extension may face legal action: MCA | General Circular No.02/2021 | 13/01/2021 |
| 7 | Spending on CSR for COVID-19 Vaccination public outreach is valid CSR activity | General Circular No. 01/2021 | 13/01/2021 |
Amendment THROUGH NOTIFICATIONS
1. Notifications of the Sections of Companies Amendment Act, 2020:
Most of the important amendments in January 2021 is relating to the notification of total 14 Sections of the Companies Act, 2020 out of the remaining 22 sections of the Companies Amendment Act, 2020.
2. Clarification of Spending of CSR on COVID-19 19 Vaccination:
As MCA has already passed a circular on March 23, 2020 vide General Circular No. 10/2020, clarified that spending on CSR Funds for COVID 19 is eligible for CSR Activity.
In latest on January 13, 2021 The Ministry of Corporate Affairs (MCA) vide General Circular No. 01/2021, has clarified that ‘Spending of CSR funds for carried out
- awareness campaigns/ programs; or
- Public Outrage Campaigns
On COVID 19 vaccination program is eligible for CSR Activity.
Note: Company need to include this in its CSR Policy also as per CSR Policy rules 2014.
3. Relaxation of holding of the Annual General Meeting through VC:
In the view of the pandemic situation induced by COVID-19, MCA has enabled the companies to conduct their AGMs through VC or OAVM up to December 31 2021, in accordance with MCA Circular No. 02/2021 dated January 13 2021. Beforehand, the last date was December 31 2020.
Note: This relaxation is not related to extension in date of Annual General Meeting for f.y. ended 31.03.2020.
4. Scheme for Condonation of Delay of CFSS:
MCA has issued circular on Clarification on extension of CFSS vide General Circular No. 03/2021 dated January 15, 2020 in respect of clarification of extension of CFSS. This scheme calls as Scheme for condonation of delay for companies restored on the Registrar of Companies Between 01.12.2020 to 31.12.2020 u/s 252 of Companies Act, 2013.
Amendments in Rules
5. Amendment vide Corporate Social Responsibility (CSR) Rules, 2021:
The Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 passed on 22nd January 2021.
- This Rules came into effect immediately on publication of same in official gazette.
- Many amendment has been made through these rules like: CSR Annexure, CSR Expenditure, CSR Implementation.
6. Amendment vide Companies (Incorporation) Amendment Rules, 2021:
The Companies (Incorporation) Amendment Rules, 2021 passed on 25th January 2021.
- Some clerical changes has been made in Rule 41 i.e. Conversion of Public Company into Private Company.
- Deemed approval of conversion on passing of certain days has been removed.
MCA Messages
1. New ‘Extend’ functionality shall be introduced as part of SPICe+ Part A in line with Rule 9A ‘Extension of reservation of name in certain cases’ of the Companies (Incorporation) Third Amendment Rules, 2020 with effect from 26th January 2021.
Stakeholders may kindly note and plan accordingly.
2. Stakeholders may please note that Scheme for condonation of delay for companies restored between 01 December 2020 and 31 December 2020 u/s 252 vide circular no. 03/2021 shall come into effective from 01st February 2021.
Companies which have obtained orders of Hon’ble NCLT under section 252 of CA 2013 dated between 01 December 2020 and 31 December 2020 are requested to approach the concerned jurisdictional ROCs along with copy of NCLT order, challan copy towards payment of cost as imposed by Hon’ble NCLT to avail the benefit of the scheme and/to mark the company’s status from ‘Strike off’ to ‘Active’.
Further, to avoid last minute rush and any hardship in filing documents on the MCA21 portal, stakeholders are advised to approach the ROCs at the earliest and shall not wait till the last date.
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Author – CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in Practice from Delhi and can be contacted at csdiveshgoyal@gmail.com).
Disclaimer: The entire contents of this document have been prepared based on relevant provisions and as per the information existing at the time of the preparation. Although care has been taken to ensure the accuracy, completeness, and reliability of the information provided, I assume no responsibility, therefore. Users of this information are expected to refer to the relevant existing provisions of applicable Laws. The user of the information agrees that the information is not professional advice and is subject to change without notice. I assume no responsibility for the consequences of the use of such information.
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what will be the treatment of the unspent CSR expenditure up to the FY 2019-20?
Will the company be liable to transfer the same amount to Schedule VII fund ?