The weekly messenger | Edition 04.20

Regulatory News

Companies Secretaries (Amendment) Regulations, 2020 – 3 February 2020

The Council of the Institute of Companies Secretaries of India with the approval of the Central Government (CG) has further amended the Companies Secretaries Regulations, 1982 with the Companies Secretaries (Amendment) Regulations, 2020.
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Commencement notification for sub-sections (11) and (12) of section 230 of the Companies Act 2013 – 3 February 2020

The CG has appointed 3 February 2020 as the date on which the provisions of sub-sections (11) & (12) of Sec 230, ‘Power to Compromise or Make Arrangements with Creditors and Members’ shall come into force, which deals with the manner of takeover offer in case of any compromise or arrangement and application to the Tribunal by the aggrieved party in the event of any grievances w.r.t. takeover offer of companies other than listed companies.
 
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Companies (Compromises, Arrangements and Amalgamations) Amendment Rules 2020 – 3 February 2020

The CG has amended the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 with the Companies (Compromises, Arrangements and Amalgamations) Amendment Rules, 2020, wherein the CG has made the certain changes in the aforesaid rules, which includes:

• Insertion of two new sub-rules in Rule 3 ‘Application for order of meeting’ i.e. sub-rule (5) and (6) which states that:

1. A member of the company shall make an application for arrangement, for the purpose of takeover offer in terms of sub-section (11) of section 230, when such member along with any other member holds not less than three-fourths of the shares in the company, and such application has been filed for acquiring any part of the remaining shares of the company.
2. An application of arrangement for takeover offer shall contain the report of a registered valuer disclosing the details of the valuation of the shares proposed to be acquired by the member after taking into account certain factors and details of a bank account, to be opened separately, by the member wherein a sum of amount not Iess than one-half of total consideration of the takeover offer is deposited.

These rules shall come into force from the date of publication in the official gazette i.e. 7 February 2020.
 
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NCLT (Amendment) Rules 2020 – 3 February 2020 

The CG has amended the National Company Law Tribunal (NCLT) Rules 2016 with the NCLT (Amendment) Rules, 2020, wherein a new Rule 80A, ‘Application under section 230’  has been inserted which states – “An application under sub-section (12) of section 230 may be made in Form NCLT-1 and shall be accompanied with such documents as are mentioned in Annexure 8." The Amendment Rules have also prescribed a fee of INR 5,000/- and list of documents to be submitted along with the application in cases of takeover offer of companies which are not listed companies.
 
These rules shall come into force from the date of publication in the official gazette i.e. 6 February 2020.
 
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Nidhi (Amendment) Rules 2020 – 3 February 2020

The CG has amended the Nidhi Rules, 2014 with the Nidhi (Amendment) Rules, 2020 wherein the following forms have been substituted by the new forms:

• Form – NDH - 1, ‘Return of Statutory Compliances’
• Form – NDH - 2, ‘Application for Extension of Time’
• Form – NDH - 3, ‘Return of Nidhi Company for the half year ended’

These rules shall come into force from 10 February 2020.
 
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Companies (Incorporation) Amendment Rules, 2020 – 6 February 2020

The CG has amended the Companies (Incorporation) Rules, 2014 with the Companies (Incorporation) Amendment Rules, 2020, wherein it has made the following changes:

• Erstwhile Rule 9 has been substituted by the new Rule 9 ‘Reservation of name or change of name’ which states that an application for reservation of name shall be made through the web service available at www.mca.gov.in by using web service SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus: INC-32) and for change of name by using web service RUN (Reserve Unique Name);
• The words ‘Form No INC-32 (SPICe)’ have been substituted by the words ‘SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus: INC-32)’ in various rules of the aforesaid rules w.e.f. 15 February 2020;
• In Rule 38 ‘Simplified Proforma for Incorporating Company Electronically Plus (SPICe+)’, the words ‘Electronically (SPICe)’ have been substituted by the words ‘Electronically Plus (SPICe+)’  w.e.f. 15 February 2020;
• In Rule 38A ‘Application for registration of GSTIN, ESIC, EPFO’:

1. The words ‘and Employees' Provident Fund Organisation (EPFO) Registration’ have been substituted with the words ‘Employees, Provident Fund organisation (EPFO) Registration and Profession Tax Registration and opening of Bank Account’;
2. The letters ‘AGILE’ have been substituted by the letters ‘AGILE-PRO’;
3. Two new clauses have been inserted which are: Profession Tax Registration with effect from the 15 February 2020; and Opening of Bank Account with effect from 15 February 2020.

• Forms ‘RUN, e-form INC-32 (SPICe) and e form INC-35 (AGILE)’ have been replaced by new forms. 

These Rules shall come into force w.e.f. 15 February 2020 (yet to be published in e-gazette).
 
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Discussion Paper on proposed amendments in SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 – 3 February 2020

The Securities and Exchange Board of India (SEBI) has issued a discussion paper in order to seek comments/views from the public on proposed amendments in SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 in relation to:

• Completion of acquisition through bulk and block deals during the open offer period;
• Depositing 100% escrow in case of open offers made pursuant to indirect acquisitions; and
• Payment of interest in case of delay in open offers.

Comments are to be provided by 2 March 2020.
 
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