Analysis of latest amendments as per Companies Act, 2013

Let's have a Bird eye view on some latest amendments of Companies Act, 2013.

Amendment No. 1:  Companies (Prospectus and Allotment of Securities) Amendments Rules, 2019

MCA vide it's notification dated September 10, 2018 inserted Rule 9A in Companies (Prospectus and Allotment of Securities) Rules, 2014, making it mandatory for all the unlisted public companies to dematerlize it's securities w.e.f. October 2, 2018 without any exemption to Nidhi Company or Government Company (unlisted public company).

1. However, three months down the line, MCA vide it's notification dated January 22, 2019 exempt following unlisted public companies from applicability of Rule 9A of Companies (Prospectus and Allotment of Securities) Rules, 2014:
   1. Nidhi Company, 
   2. Government Company, or
   3. Wholly owned Subsidiary.
2. Companies under clause (a), (b) and (c) collectively to be referred as "exempted companies".

Note: Above exemption will be into effective from date of such notification i.e. January 22, 2019 and therefore.

Find Below the link of MCA notification for your ready reference:
http://www.mca.gov.in/Ministry/pdf/CompaniesProspectusAllotmentRule_23012019.pdf  

Amendment No. 2:  Companies (Acceptance of Deposits) Amendments Rules, 2019

Mandatory Filing of Details of Loan with ROC in brief with some important FAQ's in relation to DPT-3  with reference to Companies (Acceptance of Deposits) Amendment Rules, 2019 notified by MCA on 22.01.2019.

CRUX: In exercise of powers conferred by clause (31) of section 73 read with sub-sections (1) and (2) of section 469 of the Companies Act, 2013, the Central Government in consultation with the RBI has amended the Companies (Acceptance of Deposits) Rules, 2014 through the Companies (Acceptance of Deposits) Amendments Rules, 2019 which shall come into force on the date of their publication in the Official Gazette.

1. Rule 2 of the Companies (Acceptance of Deposits) Rules, 2014:

In rule 2, in sub-rule (I), in clause (c), in sub-clause (xviii), after the words "Infrastructure Investment Trusts," the words "Real Estate Investment Trusts" shall be inserted.

2. Rule 16 of the Companies (Acceptance of Deposits) Rules, 2014:

In the said rules, in rule 16, the following Explanation shall be inserted, namely:-

"Explanation. - It is hereby clarified that Form DPT-3 shall be used for filing return of deposit or particulars of transaction not considered as deposit or both by every company other than Government company.".

3. Rule 16A of the Companies (Acceptance of Deposits) Rules, 2014:

In the said rules, in rule 16(A), after sub-rule (2), the following sub-rule shall be inserted, namely:-

(3) Every company other than Government company shall file a onetime return of outstanding receipt of money or loan by a company but not considered as deposits, in terms of clause

(c) of sub-rule 1 of rule 2 from the 01st April, 2014 to the date   of publication (January 22, 2019) of this notification in the Official Gazette, as specified in Form DPT-3 within ninety days from the date of said publication of this notification along with fee as provided in the Companies (Registration Offices and Fees) Rules, 2014.".

Find Below the link of MCA notification for your ready reference:
http://www.mca.gov.in/Ministry/pdf/AcceptanceDepositsAmendmentRule_22012019.pdf

Frequently asked questions:-

1. Whether every company needs to file e-form DPT-3 as per rule 16A.

All the Companies (Whether, Small, Non Small, Private, Public, OPC, etc.) required to file DPT-3 after publication of these rules.

2. What is due date for filing of e-form DPT-3 in Rule 16A?

Due date of Filing of e-form DPT-3 in rule 16A is 22nd April, 2019. Because form required to file within 90 days of publication of these rules. (22nd January, 2019 + 90 days)

3. Whether DPT-3 required filing for Secured or Unsecured Loan or Both?

Yes, DPT-3 required for filing for both secured and unsecured Loan.

4. Whether DPT-3 required for ECB received by Company?

As per rule 16A DPT-3 required to file for each and every loan received by Company. Therefore, one can opine that if Company has received ECB in such case Company have to mandatorily file e-form DPT-3.

5. Outstanding Loan and outstanding receipt of money in relation to which period required to be report under this rule.

Outstanding receipt of Money and Loan from 1st April, 2014 to 22nd January, 2019 (i.e. date of publication of notice) is required to report in e-form DPT-3..

6. If Company received loan from Holding Company or Subsidiary Company or Associate Company. Whether company need to file DPT-3.

As per rule 16A DPT-3 required to file for each and every loan received by Company. Therefore, Company required to file e-form DPT-3 even for loan received from Holding, Subsidiary and Associate.

7. If a company not having any outstanding loan or outstanding receipt of money as on 22.01.2019 (i.e. date of publication of rules). Whether company need to file e-form DPT-3.

As per rule 16A DPT-3 Every Company other than Government Company shall file a onetime return of outstanding receipt of money or loan by a company but not considered as deposits.

Therefore, one can opine that in the above mentioned situation there is no need to file e-form DPT-3.

8. If some outstanding receipt of money or loan had become due before 01st April, 2014, still continuing and outstanding in record of Company. Whether such outstanding loan or receipt required to report in DPT-3.

As per rule 16A DPT-3 required to file for each and every loan received by Company outstanding as on date of publication of these rules (22.01.2019).

Therefore, one can opine that such outstanding loan is required to report to ROC in e-form DPT-3.

9. If Company received loan after 01st April, 2014 but such loan is not outstanding as on 22.01.2019 (date of rules). Whether company need to report such loan in DPT-3.

As per language of Rule 16A, company has to report outstanding Loan and outstanding receipt of money to ROC in DPT-3. If Company has already paid Loan and such loan is not outstanding in record of Company. There is no need to inform such loan to ROC.

10. If company doesn't accept loan or doesn't having any outstanding Loan. Whether need to file DPT-3,

If there is no outstanding Loan or company doesn't accept any loan there is no need to file e-form DPT-3 with ROC.

Find Below the link of MCA notification for your ready reference:
http://www.mca.gov.in/Ministry/pdf/AcceptanceDepositsAmendmentRule_22012019.pdf

Amendment No. 3:  Specified Companies (Furnishing of information about payment to micro and small enterprise suppliers) Order, 2019

Registration of the specified Companies on (TReDS) Platform

As per the notification no. S.O. 5621(E) dated 2nd November, 2018 (as attached) issued by the Ministry of Micro, Small and Medium Enterprises empowering the Registrar of Companies of the respective state and the Department of Public Enterprises (in case of CPSEs) to monitor the compliance of instructions given in the aforesaid notification.

The aforesaid notification requires that all companies registered under the Companies Act, 2013 having a turnover of more than Rs. 500 crore and all Central Public Sector Enterprises to get themselves registered on the Trade Receivables Discounting System (TReDS) platform, set up by Reserve Bank of India.

In this regard, the Institute of Company Secretaries of India (ICSI) has received a communication from MCA to advise Company Secretaries of such companies to ensure registration of such companies on the TReDS platform at the earliest and confirm compliance.

In exercise of power conferred by section 405 of the Companies Act, 2013, the Central Government vide its notification dated January 22, 2019, has made the Specified Companies (Furnishing of information about payment to micro and small enterprise suppliers) Order, 2019 which shall come into force on the date of their publication in the Official Gazette.

The Central Government has earlier directed that all companies, who get supplies of goods or services from micro and small enterprises and whose payments to micro and small enterprise suppliers exceed forty five days from the date of acceptance or the date of deemed acceptance of the goods or services as per the provisions of section 9 of the Micro, Small and Medium Enterprises Development Act, 2006 (27 of 2006) (hereafter referred to as “Specified Companies”), shall submit a half yearly return to the Ministry of Corporate Affairs stating the following:

(a) the amount of payment due; and
(b) the reasons of the delay;

In exercise of power under section 405 of the Companies Act, 2013, (18 of 2013) the Central Government, considers it necessary to require “Specified Companies” to furnish above information under said section of the Act.

The Specified Companies (Furnishing of information about payment to micro and small enterprise suppliers) Order, 2019 provides as under.

1. Every such specified company shall file in MSME Form I details of all outstanding dues to Micro or small enterprises suppliers existing on the date of notification of this order within thirty days from the date of publication of this notification i.e 20-02-2019.
2. Every specified company shall file a return as per MSME Form I annexed to this Order, by 31st October for the period from April to September and by 30th April for the period from October to March.

Accordingly, ICSI request to confirm the compliance relating to registration on TReDS and give feedback at the following link- http://bit.ly/2rHU1nR 

or the members may confirm the same in the following format at companiesact2013@icsi.edu :

This confirmation would be reported to the Ministry of Corporate Affairs.

Find Below the link of MCA notification for your ready reference:
http://egazette.nic.in/WriteReadData/2019/195751.pdf

DISCLAIMER- This write up is based on the understanding and interpretation of author and the same is not intended to be a professional advice.