Compliance News

published on 28 April 2023 I reading time approx. 4 minutes

Company Law Updates

1. Amendment in the statutory form for intimation of change in location for maintaining the statutory registers

As per the relevant provisions of Companies (Management and Administration) Rules, 2014, in case a company has any shareholders, debenture holders or beneficial owners residing outsider India, then the company is permitted to maintain outside India such part of its statutory register which contains names and particulars of the members, debenture-holders, other security holders. Further, as per the relevant provisions, such company is required to file statutory form MGT-3 for intimating the registrar of companies (ROC) in case of change in location or situation of maintaining such statutory registers outside India. The Ministry of Corporate Affairs (MCA) vide notification no. G.S.R. 44(E) dated 21 January 2023 has amended the format of the statutory form MGT-3.

Further to this, MCA vide notification no. G.S.R. 40(E) dated 20 January 2023 has also amended the statutory form AOC-5 to be filed with the ROC for notice of address at which books of account of the company in India are to be maintained.

2. Amendment in compliances related to directors in a company

As per the relevant provisions of Companies Act 2013 and Companies (Appointment and Qualification of Directors) Rules 2014, a director is disqualified in case such director has failed to file their annual returns or has failed to repay the deposits accepted interest thereon or to redeem any debentures on the due date or pay interest due thereon or pay any dividend declared. Further, every director, at the time of appointment or re-appointment is required to intimate the company regarding their disqualification in form DIR-8.

MCA vide notification no. G.S.R. 38(E) dated 20 January 2023 has amendment the above stated compliance. Pursuant to the said amendment, a director will also be termed disqualified in case of unsound mind, such director is an undischarged insolvent, or is convicted by a court of any offence and sentenced to imprisonment for not less than six months. Further, upon receipt of form DIR 8 by the director, the company is required to file statutory form DIR-10 before the regional director.

In addition, the above notification has also amended the formats of multiple statutory forms related to appointment and qualification of directors in a company.

3. Amendment of various statutory forms

MCA vide notification no. G.S.R 42 (E) dated 19 January 2023 has amended the format for various statutory forms related to incorporation of a company. Further, MCA vide notification no. G.S.R 37 (E) dated 20 January 2023 has amended the format of forms relating to allotment of securities by the company, such as form PAS-3 for intimation of allotment of securities by the company. In addition to the above-stated, MCA vide notification no. G.S.R. 43 (E) dated 21 January 2023 has amended the format of form SH-7 (for providing notice to the ROC of any alteration of share capital of the company), form SH-8 (letter of offer to purposed shareholders of a company), and Form SH-9 (declaration of solvency by the company).

4. Declaration to be filed in case of buy-back of securities by a company

As per the relevant provisions of Companies (Share Capital and Debentures) Rules 2014, a company which is buying back its securities, is required to file statutory form SH-11 with ROC for intimation of completion of buy back of securities. MCA, vide notification no. G.S.R. 43 (E) dated 21 January 2023, has notified that a deceleration is to be filed with the form SH-11 signed by two directors of the company including the managing director, if any, certifying that the buy-back of securities has been made in compliance with the provisions of the Companies Act 2013 and the rules made thereunder.

Company Secretarial (CS) compliance for Private Limited Companies

Below is a summary of the compliances that need to be adhered to in the next quarter (April – June 2023):

Particulars	Due Date
Hold at least one Board Meeting in the Quarter 01 April 2023- 30 June 2023	30 June 2023
Disclosure of interest in Form MBP-1	To be placed in the first board meeting of the financial year 2023-24
Form MSME- I: (Form for furnishing outstanding payments to Micro or Small Enterprises with the Registrar for the period 1 October 2022 to 31 March 2023)	30 April 2023
Form DPT-3 (Return of Deposits)	30 June 2023
Form ECB-2 Returns	In case External Commercial Borrowings (ECB), that is, commercial loans are availed by eligible resident entities from recognized non-resident lenders, such resident entities are required to file Form ECB-2 return within seven (7) working days from the closing date of each month.

Updates by the Ministry of Labour and Employment

1. Employment of Women in factories during the Night Shifts in Haryana

The Government of Haryana, issued a notification (No. No. 39–2023/Ext.] ) on 21 February 2023 thereby removing restrictions on employment of women employees during night shifts, i.e., from 8:00 p.m. to 6:00 a.m.The factories employing working women in the night shifts shall inter alia comply with additional conditions such as providing appropriate working conditions in respect of work, leisure, health and hygiene to further ensure that there is no hostile environment towards women at workplaces, obtaining consent of such women to work during night shift in writing, employing sufficient security guards during night shift, separate canteen facilities, providing transportation facility.

2. Amendment to Karnataka Professional tax related provisions

As per the relevant provisions of Karnataka Tax on Professions, Trades, Callings and Employment Act, 1976, every person who exercises any profession or calling or is engaged in any trade or is employed in any manner, and earns a monthly salary of INR 15,000 or above, shall be liable to pay a professional tax of INR 200 per month.

The government of Karnataka, vide notification dated 14 March 2023, has amended the provisions of the above stated statute, pursuant to which the threshold of INR 15,000 has been raised to INR 25,000. Pursuant to this amendment, any person in any profession or calling or is engaged in any trade or is employed in any manner, and earns a monthly salary of INR 25,000 or above, shall be liable to pay a professional tax of INR 200 per month. Further to this, the amendment has also increased the penalties levied on the companies which fail to deduct the professional tax at the time of payment of salary to the employee or fails to pay the so collected professional tax to the state government after deducting the same from the employees' salaries.