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COMPANY LAW AMENDMENTS PART 1 - CS EXECUTIVE JUNE 2023


Lesson No.1 - Introduction of company law Amendment No.1 The Companies (Specification of Definition Details) Amendment Rules, 2022 (Dated 15th September, 2022) The Ministry of Corporate Affairs (MCA) vide its notification dated September 15, 2022 has notified “the Companies (Specification of Definition Details) Amendment Rules, 2022” which has come into force on the date of its publication in the Official Gazette. According to the amendment the definition of Small Company is modified as under: “For the purposes of section 2(85)(i) and (ii) of the Companies Act, 2013, the paid up capital and turnover of the small company shall not exceed rupees four crore and rupees forty crore respectively.”




Lesson No.2 - Share and Share Capital Amendment No.2 The Companies (Share Capital and Debentures) Amendment Rules, 2022 (Dated 04th May, 2022) According to the amendment, in the annexure to the Companies (Share Capital and Debentures) Rules, 2014, in Form No. SH-4 (Securities Transfer Form), before the enclosures, the following declaration shall be inserted, namely:- ● Transferee is not required to obtain the Government approval under the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 prior to transfer of shares; or ● Transferee is required to obtain the Government approval under the Foreign Exchange Management (Non-debt Instruments) rules, 2019 prior to transfer of shares and the same has been obtained and is enclosed herewith. Brief Analysis: According to this amendment a declaration has to be made by the transferee prior to share transfer in Form No. SH-4 regarding whether he/she is required to obtain Government approval under the Foreign Exchange Management (Non-debt Instruments) Rules, 2019. Amendment No.3 The Companies (Prospectus and Allotment of Securities) Amendment Rules, 2022 (Dated 05th May, 2022) Through this amendment the MCA has inserted a new proviso in rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 stating that no offer or invitation to securities shall be made to the nationals of or entities incorporated in a country sharing border with India until and unless they have obtained Government approval under the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 and attached the same with the private placement offer cum application letter and the relevant modification to be made in Form PAS-4.


Lesson No. 3 - Members and Shareholders



Amendment No.4

The Companies (Management and Administration) Amendment Rules, 2022 (Dated 06th April, 2022)


Through this amendment, MCA has inserted a new Rule 14(3) to restrict the inspection of register or index or return in respect of the members of a company. According to the Amendment, particulars of

the register or index or return in respect of the members of a Company related to

1. Address or Registered Address (in case of a body corporate);

2. e-mail ID;

3. Unique Identification Number;

4. PAN Number,

shall not be made available for any inspection under sub-section (2) or for taking extracts or copies under sub-section (3) of Section 94 other Companies Act, 2013.

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