Recent Amendments in Companies Act - PowerPoint Presentation

Slide1

Recent Amendments in Companies Act UDIN and eCSin

CS.

Devendra

V

Deshpande

Company Secretary

Slide2

Companies Amendment Act, 2019 DIR 3 KYC – WEB Active Company and addition of Directors (167) (3) Shifting of Registered office from One ROC to Other

PAS 6

Board report WAY FORWARDUDIN & eCSin

Topics Covered

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Ordinance converted to Act – 2nd November 2018 New provisions except CSR – 15th

August 2019

Change of Financial Year – RD Commencement of Business – Late fee Physical Verification of Registered officeProspectus need not be registered – must be filed only for IPO

Companies Amendment Act, 2019

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Demat of shares for any further issue by a specified unlisted Companies – Private and Public as well Charges

Creation / Modification 60 + 60.

Satisfaction 300 Condonation of delay process yet to be published Section 90 amendment – Company shall take steps to find out the SBO

Fine to penalty

Decriminalisation of offenses

Companies Amendment Act, 2019

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CSR related changes 1 year Transfer to CSR Fund – Ongoing project – within 30 days from end of three years

Other than ongoing project – within 6 months

Penal provisions contain the word Fine and its with imprisonment

Disaster Relief under CSR

Declaration of a person as not fit and proper to be a Director

Companies Amendment Act, 2019

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Simple process DIR 3 – KYC if there are changes DIR 6 if change of name DIR 6 not possible if Disqualified If earlier return is not filed then penalty 5000/- and no further KYC form required in this Financial Year

DIR 3 KYC – WEB

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Disqualified Directors Addition through ROC – 167 (3) Only 1 Director is added Process for adding one more

Shifting of office from

Pune to Mumbai / Mumbai to Pune – No ROC Report / No Order is generated – INC 23 earlier was STP now processed.

Active Company dead locks

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6 monthly certificate for Reconciliation of share capital of the Company NSDL + CDSL + Physical Demat of Directors + KMP No

demat

PAS 6

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Annual Return ExtractUDIN – Audit Report Audit Report format Change Auditor Appointment – 5 years 2014 -

MSME Details as per the new Rules in Financial Statements

DPT 3 filed and Financial Statements Cost Audit related point needs to be a part of Board report

Board report

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Secretarial Standards Listed Entity Shares in suspense Details of variation of utilisation purpose of Issue

Independent Directors

Board report

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LLP – Changes Geo Tagging of CSR Adjudication and cases already filed

Way forward

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Membership Number ACS / FCS Certificate of Practice PAN Aadhar

Firm Identification Number

Now UDIN and eCSin – Practicing and Employee Company Secretary

Unique Number

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Not for a memberIt is for identifying a document Fake Certificates and counterfeiting There was a need since 2001 – Compliance Certificates

Limits on Number of Certifications

Secretarial Audits – 10 per PCS + 5 if peer reviewed Annual Secretarial Compliance Certificates – 5 per PCS + 5 if Peer reviewed

UDIN

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Approved by the council in its 261st (Special) Meeting held on June 27, 2019Powers conferred by clause (1) of Part II of the Second Schedule to the Company Secretaries Act, 1980

Guidelines are framed – are being revised based on various feedbacks

UDIN platform is active and is being used by the PCS Applicable for Certificates + Reports + Others

History

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History

Name of the Body

Council Decision on

Applicable from

ICAI

17-18

th

of December, 2018

All Certificates with effect from 1st February, 2019.

GST and Income Tax Audit with effect from 1st April, 2019.

All Audit and Assurance Functions with effect from 1st July, 2019

ICSI

27

th

June, 2019

1

st

of October, 2019

ICAI (Cost)

5

th

of July, 2019

5

th

of July, 2019

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Annual Return MGT 8 Certificate for Transfer of shares under 40 (9) of LODR Director Disqualification Certificate – LODR Reconciliation of Share Capital – Regulation 76 earlier 55A – For Listed Companies

FDI Certificate

Certificates

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Secretarial Audit – Section 204 Secretarial Audits for material subsidiaries Annual Secretarial Compliance Report Internal Audit – Depository Participants

Bank Due Diligence

Internal Audit for stock broker Labour Law Third Party Certificate Other – Which is not listed above

Reports

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No counterfeitingNo fake Certificates Data is prefilled in form D No backdated certificate

Limit on the number of Certificates issued

Attestation registerHelps in peer review E form certification 3rd

party verification

Benefits

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Login to UDIN portal Password on the registered email id Document selection Financial year selection

Details of the party to whom it is issued

Revocation in 7 days Email of revocationDecide the modalities from day 1

Steps involved

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eCSIN shall be generated by the Company Secretary at the time of employment as a Company Secretary, as well as at the time of demitting office in any manner (resignation / removal / retirement / disqualification).

eCSin

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Go to the designated websiteCreate

a login id and password by

enteringMembership NumberPhone No.Email id

AADHAR

Income

Tax

PAN

Login

id would be verified through a computer application.

eCSIN

shall be a system

generated random

 alphanumeric number.

No document shall be required to be uploaded.

eCSIN Generation

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Only Members with an active membership can register.One member can have only one active eCSIN at any given point of time.

Members

are also required to generate eCSIN on their cessation from the Company.Regulatory bodies and other stakeholders may verify the authenticity of eCSIN by visiting the designated website.

No

fee for registration/generation of eCSIN.

eCSIN

shall be shared only on registered Email id of the Members or through electronic mode

.

Modalities

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Member Name, ICSI Membership No.,

CIN,

Name of the Company, Income Tax PAN No. of member,

Date

of Appointment / cessation,

Date

of Board Resolution,  (as the case may be) shall be disclosed at the time of generation of eCSIN.

Modalities

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Quoting eCSIN on the documents, certifications, attestations, documents shall be mandatory w.e.f. 1

st

October, 2019.

Quoting

eCSIN and Timelines

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Any non-compliance with these Guidelines shall render the members liable for action under the Company Secretaries Act, 1980 read with First Schedule and Second Schedule to the Company Secretaries Act, 1980.

Consequences of violation

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Thank You

CS.

Devendra

V

Deshpande

+ 91 – 9823239397

devendracs@gmail.com

/

devendra.deshpande@icsi.edu