Background:
The Ministry of Corporate Affairs (MCA) has issued the Companies Amendment Rules, 2023 to amend the
provisions of various Rules and update various Company Forms under Companies Act, 2013. MCA has
amended the provisions / updated the forms in three phases which were as follows:
First Phase: Improved Version 3 of the MCA- 21 Portal for LLP filings commenced from March 8, 2022.
Second Phase: MCA on August 31, 2022 had launched the first set of 9 Company Forms on MCA21 V3 portal consisting of DIR-3 KYC (Web), DIR-3 KYC, DPT-3, DPT-4, CHG-1, CHG-4, CHG-6, CHG-8 & CHG-9 forms.
Third Phase: MCA has rolled out the second set of Company Forms on January 23, 2023 on the new
portal which consists of 10 forms related to incorporation of company and 46 other forms. The related amendments in the rules have also been issued with the updated forms.
Scope:
In this document, we will be discussing major amendments in rules and forms which have been introduced in Third Phase. Only extract of important changes have been noted below and this is not the exhaustive list of all the changes made. These amendments are bifurcated into three parts. This is the first part and the remaining amendments will be further discussed in the other two parts.
A. Companies (Appointment and Qualification of Directors) Rules, 2023
– Insertion of words “under subsection (1)” in Rule 14(1):
Every director shall inform to the company concerned about his disqualification under sub-section (1) or sub-section (2) of section 164, if any, in form DIR-8 before he is appointed or re-appointed.
Until now, the directors were required to inform the concerned companies about their disqualification under section 164(2) only. However, after this amendment, a declaration regarding disqualification under section 164(1) shall also be required in form DIR-8.
Insertion of Rule 14(1A):
Rule 14(1A) state that “Whenever the company receives information in DIR-8, the company shall within 30 days of such receipt, file form DIR-9 with the Registrar”.
Until now, form DIR-9 was used only when a company failed to file the financial statements or annual returns, or failed to repay any deposit, interest, dividend, or failed to redeem its debentures, as specified in section 164(2). However, after this amendment, the Companies are required to file this form whenever form DIR-8 is received regarding disqualification of director under section 164(1) also
Amendment in Related Forms:
Forms DIR-3, DIR-3C, DIR-5, DIR-6, DIR-8, DIR-9, DIR-10, DIR-11 and DIR-12 are amended in this set of Rules. Below are some significant changes:
o The requirement of providing Global Location Number (GLN) of company has been removed from
all the updated forms.
o Attachment of order from Court / NCLT / Member’s Resolution has been included in DIR-12
(Particulars of appointment of Directors & KMP and changes among them) and declaration by
the first director and the appointee director is no more required.
B. Companies (Registration of Foreign Companies) Amendment Rules, 2023
Amendment in Form FC-1 (Information to be filed by Foreign Company)
Earlier ISO Code of the company where the company is registered was to be filed in form FC-1.
However, this requirement is no more in the updated form.
The following attachments which earlier was to be given in the form has now been removed:
o List of directors and secretary of the foreign company,
o RBI approval letter,
o Particulars of person covered under section 379,
o Details of the place of business other than PPOB,
o Interest of authorized person in other entities.
Amendment in Form FC- 4 (Annual return of foreign company)
The following details are added in the form:
o Whether the company fall under section 379?
o If yes, specify the numbers of such person covered u/s 379 and their particulars.
Disha Gupta, Audit Associate, SW India
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