February, 2023
February, 2023
INDEX
2 MCA amends various rules to migrate the set of forms from MCA V2 to MCA V3 Portal
MCA vide Notifications dated 21st January, 2023 has notified the following amendment rules to migrate the set of forms from MCA V2 to
MCA V3 Portal w.e.f. 23rd January, 2023:
a) The Companies (Accounts) Amendment Rules, 2023;
b) The Companies (Authorised to Register) Amendment Rules, 2023;
c) The Companies (Registration of Foreign Companies) Amendment Rules, 2023;
d) The Nidhi (Amendment) Rules, 2023;
e) The Companies (Prospectus and Allotment of Securities) Amendment Rules, 2023;
f) The Companies (Appointment and Qualification of Directors) Amendment Rules, 2023;
g) The Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2023;
h) The Companies (Incorporation) Amendment Rules, 2023;
i) The Companies (Registration Offices and Fees) Amendment Rules, 2023; CP Connect: (... to keep you updated)
REGULATORY UPDATES
j) The Companies (Management and Administration) Amendment Rules, 2023;
k) The Companies (Share Capital and Debentures) Amendment Rules, 2023; and
l) The Companies (Miscellaneous) Amendment Rules, 2023.
According to the Amendment Rules, the following forms have been substituted:
S. No. Form No. Form Name
1) AOC-5 Notice of address at which books of account are to be maintained;
2) URC-1 Application by a company for registration under section 366;
3) FC-1 Information to be filed by foreign company;
4) FC-2 Return of alteration in the documents filed for registration by foreign company;
5) FC-3 Annual accounts along with the list of all principal places of business in India established by foreign company;
6) FC-4 Annual Return of a Foreign Company;
7) NDH-1 Return of Statutory Compliances;
8) NDH-2 Application to Regional Director and Intimation to the Registrar;
9) NDH-3 Return of Nidhi Company for the half year ended;
10) NDH-4 Form for filing application for declaration as Nidhi Company and for updation of status by Nidhis;
11) PAS-2 Information Memorandum;
12) PAS-3 Return of Allotment;
13) PAS-6 Reconciliation of Share Capital Audit Report (Half-yearly);
14) DIR-3 Application for allotment of Director Identification Number before appointment in an existing company or LLP;
15) DIR-3C Intimate information of directors, managing director, manager and secretary by an Indian company;
16) DIR-5 Application for surrender of Director Identification Number;
17) DIR-6 Intimation of change in particulars of Director/ Designated partner to be given to the Central Government;
4 MCA eases the documentation required for obtaining status of a dormant company
MCA vide Notification dated 20th January, 2023 has amended the Companies (Miscellaneous) Rules, 2014 to ease the documentation
part for obtaining the status of a dormant company under which the requirement of filing copy of board resolution, special resolution,
auditor’s certificate, certified statement of affairs, consent of the lender (if any loan is subsisting), latest audited financial statement &
annual return and certificate regarding no dispute in the management have been done away with.
Click here to view Miscellaneous Rules
7 SEBI amends the various SEBI regulations to provide a new definition of ‘change in control’
SEBI vide Notification dated 17th January, 2023 has notified the SEBI (Change in Control in Intermediaries) (Amendment) Regulations,
2023 to amend the various SEBI regulations to provide a new definition of ‘change in control’ which will be as follows:
8 Notice inviting Public Comments on amendments in Insolvency and Bankruptcy Code, 2016
MCA vide notice dated 18th January, 2023 has invited public comments on changes being considered to the Insolvency and Bankruptcy
Code, 2016.
Changes under consideration are:
• Use of technology in the IBC ecosystem;
• Changes to the Code are being considered in relation to the admission of corporate insolvency resolution process (“CIRP”)
applications;
• Streamlining the insolvency resolution process;
• Recasting the liquidation process; and
• The role of service providers under the Code.
CP Connect: (... to keep you updated) 11
REGULATORY UPDATES
Suggestion/comments, if any, along with brief justification may be submitted online latest by 5:30 PM on 07th February, 2023.
Click here to view Notice
9 Report of the Cross Border Insolvency Regulations Committee (CBIRC-II) on Group Insolvency
Summary of Recommendations of the Committee inter-alia provides as under:
a) A group insolvency framework that is voluntary, flexible and enabling in nature should be provided under the Code. Such a
framework may be introduced in phases. In the first phase, only provisions governing domestic group insolvency may be enacted.
b) The UNCITRAL Model Law on Enterprise Group Insolvency (MLEGI) may not be adopted in India at present, and its adoption may be
considered after enactment of single entity cross border insolvency laws and based on learnings from its implementation.
c) Jurisprudence on substantive consolidation, i.e., pooling of assets and liabilities of an insolvent group, is already developing under
the Code through case law. This is a remedy resorted to in exceptional circumstances and provisions governing substantive
consolidation may not be provided in the Code at present. The need for such provisions may be contemplated at a later stage, on the
basis of practice and jurisprudence evolved in this regard.
d) In the group insolvency framework under the Code, a broad and inclusive definition of ‘group’ should be provided so as to include a
large number of corporate debtors within the ambit of the framework. The definition of ‘group’ may be based on the criteria of
control and significant ownership. This definition should be applicable to all entities that fall within the definition of a ‘corporate
debtor’ under the Code, i.e., companies and limited liability partnerships. The group insolvency framework may not apply to financial
service providers notified under Section 227 of the Code.
e) The group insolvency framework under the Code should only apply to corporate debtors in respect of whom a corporate insolvency
resolution process or liquidation process is ongoing. The law shall not apply to solvent members of the group.
Click here to view Report
[Ravinder Kumar Aggarwal vs. Income Tax Officer, Delhi High Court, W.P (C) 7122/2019 & CM APPL. 29656/2019]
FEBRUARY 2023
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During the month of January, 2023, the following webinars were organized:
1. Company, Securities and Insolvency Law – Recap of Recent Regulatory
& Legal Updates;
2. Nitty Gritty of Structured Digital Database (SDD); and
3. Consultation Paper for refund process of IEPF Authority.
This Book is Helpful for: Practicing Professionals; Company Professionals; Directors/ KMP
and Students.
This Book is Helpful for: Practicing Professionals; Company Professionals; Directors/ KMP
and Students.
Click here to purchase CP Connect: (... to keep you updated)
22
CP THINK TANK
Company Law Ready Referencer (May, 2022) is
now available
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Disclaimer:
CP Connect is a quick compilation of updates prepared and circulated from the academic point of view only and
are not intended to constitute professional advice on any matter. Every effort is made to avoid errors. In spite of
that, errors and discrepancies may creep in. It is expressly stated that neither CP nor any of the contributors of
updates will be responsible for any damage to anybody on the basis of this document. Readers are, therefore,
requested to cross check with the original sources e.g. Government publications, Orders, Judgements etc., before
taking any action or making any decision.
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