CAIRR Update January 27, 2023

January 27, 2023

Summary of BSE and NSE Circulars dated 25/01/2023 and MCA Notification dated 19/01/2023

These regulatory updates are integrated in our free-to-use website ca2013.com.

An earlier SEBI circular dated November 04, 2022 specified consequences of non-compliance with Reg 3(5) and 3(6) of SEBI (PIT) Regulations, 2015 stating that:

“Under the “Get Quote” page of the Exchange Website of the Listed Entity, it would be displayed that the company is non-compliant with SDD, from the next trading day till the Exchanges have satisfactorily verified that the company has completely complied.”

It is now clarified that the details of the Compliance Officer will also be displayed on the “Get Quote” page of the Exchange website where the above information is disseminated.

Click here to view BSE Circular. Click here to view NSE Circular

MCA amends the Companies (Incorporation) Rules 2014 w.e.f 23/01/2023

Key Highlights of the amendment:

I. Form INC-3 to file the Consent of the Nominee to act as Sole Member for One Person Company (OPC) has been omitted.

• The consent from the nominee of subscriber to the Memorandum of an OPC shall be filed as a declaration to Form INC-32 SPICe+, as opposed to in Form INC-3, earlier
• In case the nominee withdraws their consent, the sole member shall nominate another person and this intimation shall be filed along with their written consent as a declaration in Form INC-4 as opposed to in Form INC-3 earlier.
• Similarly, in the event of death or incapacity to contract and the sole member/ the nominee of such OPC, the company shall file with the Registrar an intimation of such cessation along with the written consent of the nominee as a declaration in Form No INC.4.

II. Revision to filing of Form INC-6

• The company need not attach any documents other than the altered e- MOA and e-AOA to the form INC-6 for its conversion into Private or Public Company.
• The company shall file an application in e-Form No. INC-6 for its conversion into an OPC by attaching the following details or documents, namely :-

(i) altered e-MOA and e-AOA;

(ii) copy of NOC of every creditors with the application for conversion;

(iii) affidavit of directors confirming that all the members of the company have given their consent for conversion.

III. Form INC-14 & INC-15 to file the Declarations for registration as a Section 8 Company or shifting of registered office from one State /Union Territory to another are omitted.

• The company need not submit separate copy of application for shifting of registered office from one State /Union Territory to another with the Registrar and an intimation of filing of application in Form no. INC-23 with the Regional Director shall be shared with the Registrar through MCA system.

IV. Form RD-GNL-5- to file the addendum for rectification of defects or incompleteness for change in financial year or conversion of public company into private company is omitted.

V. The details required from the forms omitted are incorporated into the revised formats for following forms:

• Form RUN, INC-4, INC-6, INC- 9, INC-12, INC-13, INC-18, INC-20, INC-20A, INC-22, INC-23, INC-24, INC-27, INC-28, INC-31, SPICE+ (INC-32), INC-33, INC-34, INC-35 and RD-1 as detailed in the notification.

 Click here to view the MCA Notification on Companies (Incorporation) Amendment Rules, 2023