CAIRR Update October 30, 2023

30/10/2023

Summary of the MCA Notifications dated 27/10/2023

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

MCA notifies the Companies (Prospectus and Allotment of Securities) Second Amendment Rules, 2023

1. Every public company which has issued share warrants prior to the commencement of the Companies Act, 2013 and not converted them into shares shall:

i. Within a period of 3 months of commencement of the aforementioned rules, inform the Registrar about the details of such share warrants in Form PAS-7.

ii. Within a period of 6 months of commencement of the aforementioned rules, require the bearers to surrender the share warrants to the company and get the shares dematerialized in their account.

iii. Further, the company shall place a notice for the said surrender in Form PAS-8 on its website, and publish the same in an English and a vernacular newspaper.

In case the bearer does not surrender the warrants, the Company shall convert the warrants to shares and transfer the same to the Investor Education and Protection Fund.

2. The notification also provides for the issue of securities in dematerialized form by private companies in the following manner:

i. Every private company (except small companies as at the end of FY) shall comply with the said requirements within 18 months of closure of the financial year.

ii. The private companies shall ensure that before making an offer for issue/ buyback of securities, bonus/ rights issue, the entire holding of securities of its promoters, directors, key managerial personnel has been dematerialized.

iii. Every holder of securities of the private companies prior to transferring securities or subscribing to securities by way of private placement, bonus issue, rights issue, shall ensure that the securities are in dematerialized form.

3. The notification also provides for the formats of the Form PAS-7 (Details of pending share warrants) and Form PAS-8 (Notice for bearers of pending share warrants).

Click here to view the MCA Notification

MCA notifies the Companies (Management and Administration) Second Amendment Rules, 2023

1. The notification requires every Company to designate a person for furnishing information to the Registrar w.r.t. beneficial interest in the shares of the Company.
2. The person designated for the said purpose shall be a Company Secretary (‘CS’), if required to be appointed by the Company; or a Key Managerial Personnel (‘KMP’) (Other than a CS); or every director in case the Company does not have a CS or a KMP.
3. Until such person is appointed, the CS, if required to be appointed; Managing Director (‘MD’)/ Manager in case there is no CS; every director in case there is no CS/ MD/ Manager, shall deemed to be the designated person.
4. The details of the designated person shall be informed by the Company in the Annual Return and any change in the designated person shall be intimated to the Registrar in Form GNL-2.

Click here to view the MCA Notification