Key Updates in Companies Act, 2013 in 2021 till date

S NO.

RELEVANT SECTION

AMENDMENT

1

Section 92(1)(c)

Particulars of Indebtedness as on 31^st March, shall not be mentioned in the MGT-7 Form. The clause has been removed from the respective form and the clause has been omitted from Section 92.

2

Section 92(1)(j)

Details in Extract of Annual Return in respect of shares held by or on behalf of the Foreign Institutional Investors shall not require details such as: names, addresses, countries of incorporation, registration and percentage of shareholding held by them

3

Section 92 Proviso

(New Proviso Inserted)

Provided further that the Central Government may prescribe abridged form of annual return for "One Person Company, small company and such other class or classes of companies as may be prescribed

4

Companies (Incorporation) Rules, 2014:

Annexure (Form INC-35) AGILE-PRO:

Serial No. 12 Table A

A new service of Aadhaar Authentication for GSTIN Registration shall be provided in which the details shall be verified through AADHAAR REGISTERED MOBILE NUMBER.

However, the service is optional in the Form AGILE-PRO

5

Rule 11(1)

New form MGT-7A shall be deployed for filing of Annual Return by Small Companies and One Person Companies from the Financial Year 2020-21 onwards.

Further, Form MGT-7 shall be filed by all the Companies other than Small Companies and OPCs.

6

Rule 12

Fee for the new form MGT-7A shall be as may be prescribed

7

Rule 20(2)

New Definitions in the form of Explanation shall be inserted in the Rule for ensuring Voting through Electronic means:

(i) Agency: Agency means the National Securities Depository Limited, the Central Depository Services (India) Limited or any other entity approved by Ministry of Corporate Affairs subject to condition that the National Securities Depository Limited the Central Depository Services (India) Limited or such other entity has obtained a certificate from the Standardization Testing and Quality Certification Directorate, Department of Information Technology, Ministry of Communications and Information Technology Government of India including with regard to compliance with parameters under explanation (vi)

(ii) Cut-off Date: Cut-off date means a date not earlier than 7 days before the date of general meeting for determining the eligibility to vote by electronic means or in the General Meeting

(iii) Cyber Security: Cyber Security means protecting information, equipment, devices, computer, computer resources, communication device and information stored there in from unauthorised access, use, disclosures, disruption, modification or destruction

(iv) Electronic Voting System: Electronic Voting System means a secure system based process of displaying of electronic ballots recording of votes of members and the number of votes polled in favour or against in such a manner that the entire voting exercise by way of electronic means gets registered and counted in a in an electronic registry in a centralised server with adequate cyber security

(v) Remote e-voting: Remote e-voting means facility of casting votes by a member using an electronic voting system from a place other than venue of General Meeting

(vi) Secure System: Secure System means computer hardware, software and procedure that are:

(a) reasonably secure from unauthorised access and misuse

(b) provide a reasonable level of reliability and correct operation

(c) are reasonably suited to performing the intended functions, and

(d) adhere to Generally Accepted security procedures

(vii) Voting by Electronic Means: Voting by electronic means includes remote e voting and voting at the General Meeting through an electronic voting system which may be the same as used for remote e- voting

8

Companies (Specification of Definitions Details) Rules, 2014

Definition of Small Company under Section 2(85) of the Companies Act, 2013 shall be amended w.e.f. 01.04.2021 as a Company with paid up capital and turnover of not exceeding INR Two Crores (Previously: 50 Lakhs) and INR Twenty Crores (Previously: 2 Cr) respectively

9

Rule 3(1)

Addition has been made for the eligibility of incorporating an OPC for a Resident as well as Non-Resident of India. Hence, besides of the residential status, any person can form or incorporate and OPC in India.

10

Rule 3(1) Explanation 1

Amendment has been made in eligibility of Residential Status by reducing the days of stay in India from not less than 182 days to 120 days for any person to get residential status of India

11

Rule 3(7)

The rule for restriction on conversion of OPC into any other kind of Company until expiry of 2 years from the date of incorporation except exceeding the criteria of Small Company has been omitted.

Hence, OPC can be converted into any other kind of Company at any time after the incorporation

12

Rule 6

Specific Amendment has been made in the process of Conversion stating the following details:

1. Conversion of OPC in any other kind of Company is possible even when the OPC is having paid up share capital of INR 50 Lakhs or less or turnover of INR 2 Cr or less by increasing minimum number of members and directors and maintaining certain paid up capital requirements as may be necessary in certain class of companies.

2. For converting into any other kind of Company, the OPC shall pass resolution u/s 122(3) for altering its MOA and AOA

3. Now, e-form INC-6 shall be filed with the RoC (previously INC-5) along with the following documents:

(a) Altered MOA and AOA

(b) copy of resolution u/s 122(3)

(c) the list of proposed members and its directors along with consent

(d) list of creditors

(e) the latest audited balance sheet and profit and loss account

13

Rule 7(1)

Now any Private Company other than Section 8 Company shall be eligible for its conversion to OPC in e-From INC-6 without fulfilling the requirement of having paid up share capital of INR 50 Lakhs or less or turnover of INR 2 Cr or less

14

Rules 7(4)(i)

The declaration required to be filed by the Directors shall consist of confirming that all members and creditors of the company have given their consent for conversion only. (Paid up capital and turnover declaration shall not be required)

15

Rule 25(1)

New Sub-rule 1A has been inserted:

A new scheme of merger or amalgamation under section 233 has been introduced for promoting small business between following class of companies:

(i) two or more start-up companies; or

(ii) one or more start-up company with one or more small company.

('start-up company' means a private company incorporated under the Companies Act, 2013 or Companies Act, 1956 and recognised as such in accordance with notification number G.S.R. 127 (E), dated the 19th February, 2019 issued by the Department for Promotion of Industry and Internal Trade.)

16

Rule 9A

New Rule Inserted:

Proposed Companies for incorporation shall be allowed to extend the period of name availability (20 days) by using service of SPICE+ upto:

(i) 40 days from date of approval of name (or 20 days extension from expiry of 20 days) by payment of INR 1000 before the expiry of 20 days

(ii) 60 days from date of approval of name (or further extension of 20 days from expiry of 40 days) by payment of INR 2000 before the expiry of 40 days

(iii) 60 days from date of approval of name (or extension of 40 days from expiry of 20 days) by payment of INR 3000 before the expiry of 20 days.