Regulatory updates

The Ministry of Corporate Affairs (MCA), vide a notification dated 27 October 2023 issued the Companies (Management and Administration) Second Amendment Rules, 2023 (the amendment rules). The amendment specifies provisions w.r.t. appointment of a designated person, i.e., every company must designate a person who would be responsible for furnishing and extending co-operation for providing information to the registrar, or any other authorised officer w.r.t. beneficial interest in shares of the company.

For this purpose, a company may designate:

• A Company Secretary, if there is a requirement of such appointment under the Companies Act, 2013 and the rules made thereunder, or
• A key managerial personnel, other than the Company Secretary, or
• Every director, if there is no Company Secretary or key managerial personnel.

Further, the amendment rules specify that till a person has not been so designated by a company, it would be assumed that the aforementioned persons are the designated persons.

Effective date:The amendment came into force from the date of publication in the Official Gazette, i.e., 27 October 2023.

To access the text of the notification, please click here

MCA, vide a notification dated 27 October 2023 issued the Companies (Prospectus and Allotment of Securities) Second Amendment Rules, 2023 (the amendment rules). The key amendments issued include:

• Share warrants not converted into shares: The amendment states that every public company which has issued share warrants prior to the commencement of the Companies Act, 2013 and not converted them into shares should:

• Inform the registrar in Form PAS-7 about such warrant within three months of the commencement of the amendment rules
• The bearer of the share warrants should surrender such warrants and get the same dematerialised within six months of the commencement of the amendment rules, and
• Where such warrants are not surrendered by the bearer within the prescribed period, the company should convert them into dematerialised form and transfer the same to the Investor Education and Protection Fund.

• Issue of securities in dematerialised form: Every private company, other than a small company should issue its securities in dematerialised form and facilitate dematerialisation of all its securities within 18 months of the closure of a financial year.
• Form PAS-7 and PAS-8: The amendment rules have also inserted Form PAS-7 (i.e., details of pending share warrants) and Form PAS-8 (i.e., notice for bearers of pending share warrants).

Effective date:The amendments came into force from the date of publication in the Official Gazette, i.e., 27 October 2023.

To access the text of the notification, please click here

Rule 30 of the Companies (Incorporation) Rules, 2014 (the Incorporation Rules) prescribes provisions relating to shifting of a company’s registered office from one state or union territory to another state. As per these rules, a company needs to make an application in a prescribed form seeking approval for alteration of the memorandum with regard to the change of place of the registered office from one state or union territory to another.

On receipt of such application and other stipulated documents (such as a confirmation that no objection has been received from stakeholders on such transfer) the central government would confirm the alteration of the memorandum subject to certain terms and conditions³This requirement is advocated in sub-rule 9 of Rule 30 of the Incorporation rules..

Recently, MCA amended Rule 30 of the Incorporation Rules, thereby inserting a new proviso to sub-rule 9, which states that – in case, where the management of the company has been taken over by a new management under a resolution plan, approved under Section 31 of the Insolvency Bankruptcy Code, 2016, and no appeal against the resolution plan is pending in any court or tribunal, and further no inquiry, inspection and investigation is pending or initiated after the approval of such plan, then shifting of company’s registered office may be allowed.

Effective date:The amendment has come into force w.e.f. 21 October 2023.

To access the text of the amendment, please click here