ARTICLE
8 February 2023

Recent Amendments Notified By MCA To Several Companies Rules And Forms

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In furtherance to its earlier announcement regarding the launch of 56 new forms under the Companies Act, 2013, the MCA has published 12 notifications introducing amendments to various rules framed under the Act ...
India Corporate/Commercial Law
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In furtherance to its earlier announcement regarding the launch of 56 (fifty-six) new forms under the Companies Act, 2013 ("Act"), the Ministry of Corporate Affairs ("MCA") has published 12 (twelve) notifications introducing amendments to various rules framed under the Act along with the substitution and omission of some of the old forms under the rules. The amendments relate to the process of filing company forms and information required in these forms, attachment of electronic memorandum of association ("e-MOA") and electronic articles of association ("e-AOA"), additional documents and/or declarations to be annexed with forms etc. The upgraded forms have been launched on the MCA-21 V-3 portal from the date these 12 (twelve) notifications have come into effect i.e., January 23, 2023. The impacted rules and the company forms substituted and/or omitted under these notifications are listed as under:

1. Companies (Incorporation) Amendment Rules, 20231

  • Rules amended: Rules 4, 6, 7, 19, 20, 21, 22, 28, 30, 33, 37, 39, 40 and 41 of the Companies (Incorporation) Rules, 2014.
  • Forms substituted: RUN (Application for change of name of existing company), INC-4 (One Person Company - Change in Member/ Nominee), INC-6 (One Person Company - Conversion form), INC-9 (Declaration by Subscribers and First Directors), INC-12 (Application for grant of License to an existing company under section 8), INC-13 [e-MOA (e-Memorandum of Associations)], INC-18 (Application to Regional Director for conversion of section 8 company into any other kind of company), INC-20 (Intimation to Registrar of revocation of license issued under section 8), INC-20A (Declaration for commencement of business), INC-22 (Notice of situation or change of situation of registered office), INC-23 (Application to the Regional Director for approval to shift the Registered Office from one State to another state or from jurisdiction of one Registrar to another Registrar within the State), INC-24 (Application for approval of Central Government for change of name), INC-27 (Conversion of public company into private company or private company into public company or Conversion of Unlimited Liability Company into Limited Liability Company), INC-28 (Notice of Order of the Court or any other competent authority), INC-31 [e-AOA (e-Articles of Association)], SPICE+ (INC-32) (SPICe Simplified Proforma for Incorporating Company Electronically), INC-33 – [SPICe MOA (e-Memorandum of Association)], INC-34 [SPICe AOA (e-Articles of Association)], INC-35 [AGILE PRO S (Application for Goods and services tax Identification number, employees state Insurance corporation registration plus Employees provident fund organisation registration, Profession tax Registration, Opening of bank account and Shops and Establishment Registration)] and RD-1 (Form for filing application to Regional Director).
  • Forms omitted: INC-3 (One Person Company – Nominee Consent Form), INC-14 (Declaration), INC-15 (Declaration), RD-GNL-5 (filing addendum for rectification of defects or incompleteness).

2. Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 20232

  • Forms substituted: MR-1 (Return of appointment of managing director or whole-time director or manager) and MR-2 (Form of application to the Central Government for approval of appointment or reappointment and remuneration or increase in remuneration or waiver for excess or over payment to managing director or whole-time director or manager and commission or remuneration to directors).

3. Companies (Authorised to Register) Amendment Rules, 20233

  • Rules amended: Rule 3 of Companies (Authorised to Register) Rules, 2014.
  • Forms substituted: URC-1 (Application by a company for registration under section 366).

4. Companies (Registration Offices and Fees) Amendment Rules, 20234

  • Rules amended: Rule 8 of the Companies (Registration Offices and Fees) Rules, 2014.
  • Forms substituted: GNL-2 (Form for submission of documents with the Registrar), GNL-3 (Particulars of person(s) charged as officers-in-default for the purpose of subclause (iii) or (iv) of clause 60 of section 2) and GNL-4 (Form for filing addendum for rectification of documents or incompleteness).

5. Companies (Appointment and Qualification of Directors) Amendment Rules, 20235

  • Rule amended: Rule 14 of the Companies (Appointment and Qualification of Directors) Rules, 2014.
  • Forms substituted: DIR-3 (Application for allotment of Director Identification Number), DIR-3C (Intimate information of directors, managing director, manager and secretary by an Indian company), DIR-5 (Application for surrender of Director Identification Number), DIR-6 (Intimation of change in particulars of Director to be given to the Central Government), DIR-8 (Intimation by Director), DIR-9 (Report by the company to Registrar for disqualification of Directors), DIR-10 (Application for removal of Disqualification of Directors), DIR-11 (Notice of resignation of a director to the Registrar) and DIR-12 (Particulars of appointment of directors and the key managerial personnel and the changes among them).

6. Companies (Prospectus and Allotment of Securities) Amendment Rules, 20236

  • Rule omitted: Rule 12(6) of the Companies (Prospectus and Allotment of Securities) Rules, 2014.
  • Forms substituted: PAS-2 (Information Memorandum), PAS-3 (Return of Allotment) and PAS-6 (Reconciliation of Share Capital Audit Report (Half yearly)).

7. Companies (Miscellaneous) Amendment Rules, 20237

  • Rule amended: Rule 3 of the Companies (Miscellaneous) Rules, 2014.
  • Forms substituted: MSC-1 (Application to ROC for obtaining the status of dormant company), MSC-3 (Return of dormant companies) and MSC-4 (Application for seeking status of active company).

8. Companies (Accounts) Amendment Rules, 20238

  • Forms substituted: AOC-5 (Notice of address at which books of account are maintained)

9. Nidhi (Amendment) Rules, 20239

  • Forms substituted: NDH-1 (Return of Statutory Compliances), NDH-2 (Application for extension of time), NDH-3 (Return of Nidhi Company for the half year ended) and NDH-4 (Form for filing application for declaration as Nidhi Company or updation of status by Nidhis).

10. Companies (Registration of Foreign Companies) Amendment Rules, 202310

  • Rule amended: Rule 3 of the Companies (Registration of Foreign Companies) Rules, 2014 amended by the
  • Forms substituted: FC-1 (Information to be filed by foreign company), FC-2 (Return of alteration in the documents filed for registration by foreign company), FC-3 (Annual accounts along with the list of all principal places of business in India established by foreign company) and FC-4 (Annual Return of a Foreign company).

11. Companies (Management and Administration) Amendment Rules, 202311

  • Rule amended: Rule 7 of the Companies (Management and Administration) Rules, 2014 amended by the
  • Forms substituted: MGT-3 (Notice of situation or change of situation or discontinuation of situation, of place where foreign register shall be kept).

12. Companies (Share Capital and Debentures) Amendment Rules, 202312

  • Rule amended: Rule 17 of the Companies (Share Capital and Debentures) Rules, 2014 amended by the
  • Forms substituted: SH-7 (Notice to Registrar of any alteration of share capital), SH-8 (Letter of Offer), SH-9 (Declaration of Solvency), SH-11 (Return in respect of buy-back of securities) and SH-15 (Certificate of compliance in respect of buy-back of securities).

The substituted company forms introduced under the aforesaid notifications have been migrated to the MCA21 V3 portal, which is intended to be an upgraded version with better service facilities and use of data analytics. While MCA is assuring a smooth transition, the stakeholders are hoping that the challenges associated with filing of forms in the past do not persist in filing of these substituted company forms on the V3 portal.

Footnotes

1. https://www.mca.gov.in/bin/dms/getdocument?mds=%252B2chuXzJhqM06syQwotdiw%253D%253D&type=open

2. https://www.mca.gov.in/bin/dms/getdocument?mds=KOPgOjylxvDtUW18%252BOESSA%253D%253D&type=open

3. https://www.mca.gov.in/bin/dms/getdocument?mds=XkFRyiRIeiGKtDK0myJS9w%253D%253D&type=open

4. https://www.mca.gov.in/bin/dms/getdocument?mds=XLgcI1xHIs9Sjmhyk6ogqg%253D%253D&type=open

5. https://www.mca.gov.in/bin/dms/getdocument?mds=5gAUSA0m%252FLmgaQtCZdCS2Q%253D%253D&type=open

6. https://www.mca.gov.in/bin/dms/getdocument?mds=a4r89hvUpe4unaFIE9fhBw%253D%253D&type=open

7. https://www.mca.gov.in/bin/dms/getdocument?mds=jLOhNY%252F5Oyn3AHEbkASjzw%253D%253D&type=open

8. http://www.mca.gov.in/bin/dms/getdocument?mds=URBkg0OQEvExHY9sWlCZbQ%253D%253D&type=open

9. https://egazette.nic.in/WriteReadData/2023/242165.pdf

10. https://www.mca.gov.in/bin/dms/getdocument?mds=AUcAKkFj6qD9VsQT1arCcQ%253D%253D&type=open

11. https://www.mca.gov.in/bin/dms/getdocument?mds=KzknWVtaIXfLUIGhXKWBJw%253D%253D&type=open

12. https://www.mca.gov.in/bin/dms/getdocument?mds=%252BMu3w53AFpZ0lGDqnPK8Kw%253D%253D&type=open

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