Updates on Companies Act, 2013

1. Companies (Registration Offices And Fees) Amendment Rules, 2022

The Ministry of Corporate Affairs released a notification dated 11^th January, 2022 with respect to Companies (Registration offices and fees) Amendment Rules 2022.  It has been decided that a higher additional fees shall be applicable for delay in filing of forms other than for increase in Nominal share capital or filing of financial statements and filing of Annual returns under Section 92/137 of the Act or forms for filing charges. The amendment shall come into force with effect from 1^st July 2022.

The table showing additional fees and higher additional fees is given below:

1. It is to be noted that higher additional fees shall be payable, if there is delay in filing of e-form INC-22, or e-form PAS-3, as the case may be, on two or more occasions, within a period of 365 days from the date of filing of the last such belated e-form for which additional fee or higher additional fee, as the case maybe, was payable.
2. Wherever higher additional fee is payable, additional fee shall not be charged.
3. E-Form INC-22 or e-form PAS-3, as the case may be, filed prior to the commencement of the Companies (Registration Offices and Fees) Amendment Rules, 2022 shall not be reckoned for the purpose of determining higher additional fee.

Click here to access the circular

SEBI Updates

1. Schemes of Arrangement by Listed Entities – Clarification w.r.t. timing of submission of NOC from the lending scheduled commercial banks/ financial institutions/ debenture trustee

SEBI vide its circular dated January 03, 2022, clarified  that  the NOC  shall be  submitted before  the  receipt  of the No-objection  letter from  stock  exchange in  terms  of  Regulation  37(1)  of  the SEBI  (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Circular can be accessed by clicking the link mentioned below:

Click here to access the circular

2. Increasing Awareness regarding Online Mechanisms for Investor Grievance Redressal

Investors are encouraged to lodge their complaints through online mechanisms more specifically through SCORES portal and SCORES mobile application for effective redressal of grievances. In  this  regard, in  order  to  increases  the  awareness  regarding  online  grievance  redressal mechanisms a circular was issued by SEBI on January 05, 2022. All Recognized Stock Exchanges including Commodity Derivatives Exchanges/ Depositories / Clearing Corporations are advised to make necessary amendments to the relevant bye-laws, rules and regulations. The detailed circular can be accessed by clicking the link mentioned below:

Click here to access the Circular

3. Disclosure obligations of listed entities in relation to Related Party Transactions

Regulation 15(1A) of the SEBI (Listing Obligations and  Disclosure  Requirements),  Regulations  2015  (‘LODR Regulations’)  was  introduced stipulating that  Regulations15  to 27  of  Listing  Regulations  shall  be  applicable  to high  value debt listed entities.

SEBI vide amendment dated November  9,  2021, Regulation  23  of  the LODR Regulations on  related  party  transactions was amended, inter-alia, mandating listed entities that have listed  specified  securities  to  submit  to  the  stock  exchanges  disclosure of Related Party Transactions (RPTs).

Since  the provisions  of  Regulation  23  of  the LODR  Regulations  would  be  applicable  to  high value debt listed companies also, it has been decided to make provisions of the above referred circular dated November 22, 2021 applicable to high value debt listed entities.  The detailed SEBI circular dated January 07, 2022 can be accessed by clicking the link mentioned below:

Click here to access the circular

4. Issuance of Securities in dematerialized form in case of Investor Service Requests

With a view to enhance ease of dealing in securities markets by investors and as an on-going measure  it  has  been  decided  that  listed  companies  shall  henceforth  issue  the securities  in  dematerialized  form  only while  processing  the  service request as specified in the SEBI circular dated January 25, 2022.The detailed Circular can be accessed by clicking the link mentioned below:

Click here to access the Circular

RBI Updates

1. Facilitating Small Value Digital Payments in Offline Mode:

RBI on January 3, 2022 has issued a Framework for Facilitating Small Value Digital Payments in Offline Mode. An offline payment means a transaction which does not require internet or telecom connectivity to take effect. A pilot testing was already undertaken and based on receiving encouraging feedback it was decided to introduce a framework for carrying out retail digital payments in offline mode across the country. This shall come into effect from January 3, 2022.

Some of the key requirements covered in the said framework are:

• Offline payments may be made using any channel or instrument like cards, wallets, mobile devices, etc.
• Offline payments shall be made in proximity (face to face) mode only.
• Offline payment transactions may be offered without Additional Factor of Authentication (AFA).
• The upper limit of an offline payment transaction shall be ₹200. The total limit for offline transactions on a payment instrument shall be ₹2,000 at any point in time. Replenishment of used limit shall be allowed only in online mode with AFA

Click here to access the Circular

2. Aligning liquidity standards for small business accounts with Basel standards:

The Reserve Bank has increased the threshold for deposits and other funds of non-financial small businesses by 50 per cent to Rs 7.5 crores for the purpose of maintenance of Liquidity Coverage Ratio (LCR), with the aim to better align its regulations with Basel norms and also enable banks to manage liquidity risks more effectively.

Click here to access the Circular

3. Registration of Factors (Reserve Bank) Regulations, 2022:

RBI on 14^th January 2022, has published the Registration of Factors (Reserve Bank) Regulations, 2022 pertaining to the manner of granting Certificate of Registration to companies which propose to do factoring business.

As per the regulation, Every company seeking registration as NBFC-Factor shall have a minimum Net Owned Fund (NOF) of ₹5 crore, or as specified by the Reserve Bank from time to time and shall ensure that its financial assets in the factoring business constitute at least fifty per cent of its total assets and its income derived from factoring business is not less than fifty per cent of its gross income.

Every company intending to undertake factoring business shall make an application to the Reserve Bank for grant of certificate of registration (CoR) as NBFC-Factor under the Act.

Click here to access the Circular