Presentation on The Companies ( Share Capital and Debentures ) Amendment
Rules, 2019, IEPF amendment Rules, 2019,
Annual Filing, Penal Provisions , E-Adjudication u/s 454 and
UDIN and e-CSIN By
Amita DesaiAmita Desai & Company
Company Secretaries Mumbai
- Amita Desi & Co. 27 Sept, 2019
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- Amita Desi & Co. 27 Sept, 2019
The Companies (Share Capital and Debentures)
Amendment Rules, 2019[Welcoming move for Promoters & Start-Ups!]
- Amita Desai & Co.
Raising finance & issue of DVR shares
- Amita Desi & Co. 27 Sept, 2019 4
Concerns for start –ups
1. Track record of distributable profits requirement
2. Only 26% of post paid up share capital is allowed
3. Shares of one type cannot be converted into shares ofother type
- Amita Desai & Co. 5
Why DVRsDual-class share structures and DVRs are common in the US and China.
Facebook’s Mark Zuckerberg, Alibaba Group’s Jack Ma have adopted DVRstructures.
Allows start-up founders to maintain control while having a shareholding inthe single to low double-digit range. It’s a need of current time in India
Economic benefits and control are separated
It encourage the country’s most valuable Start -ups to list locally rather thanoverseas on the Nasdaq and the New York Stock Exchange.
It will also bring the country’s start-up ecosystem in line with that in Chinaand US.
Avoid hostile takeover bid
- Amita Desai & Co. 6
MCA on DVR
The move of Ministry of Corporate Affairs came on 16th August 2019 after
the capital markets regulator, Securities and Exchange Board of India (SEBI)
approved a new DVR framework and notified SEBI (ICDR)
(3rd Amendment) Regulations 2019 on 29th July 2019 and allowed public
offering of ordinary shares of technology companies even if it has shares
with superior voting rights (SR shares), if it meets the conditions.
- Amita Desai & Co. 7
SEBI ( ICDR) Regulation 6 (2)
Conditions are as follow
1. The Company shall be intensive in the use of technology, informationtechnology, intellectual property, data analytics, bio-technology ornano-technology to provide products, services or business platformswith substantial value addition.
2. SR shareholder shall not be part of the promoter group whosecollective net worth is more than Rs.500 crores
3. SR shares were issued only to the promoters/ founders who hold anexecutive position in the company
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SEBI ( ICDR) Regulation 6 (2)4.SR equity shares were issued with approval of members with
special resolution5.SR equity shares have been held for a period of atleast 6 months
prior to the filing of the red herring prospectus6.SR equity shares shall have voting rights in the ratio of a
minimum of 2:1 upto a maximum of 10:1 compared to ordinaryshares and such ratio shall be in whole numbers only;
7.SR equity shares shall have the same face value as the ordinaryshares;
8. The Company to have one class of SR equity shares;9. SR equity shares shall be equivalent to ordinary equity shares in
all respects, except for having superior voting rights- Amita Desai & Co. 9
SEBI ICDRSR shares will be subject to a five-year lock-in after the IPO, until they are
converted into ordinary shares.
Transfer, pledging or lien of SR shares among promoters is also notpermitted.
SR shares will be treated as ordinary equity shares in terms of voting rightson all key matters, including the appointment or removal of independentdirectors and auditors, or voluntarily winding up the company.
The sunset clause specifies how many years differential voting rights willprevail after a listing. SR shares can be converted into ordinary shares after5 years of listing which can be further extended by another 5 years by aresolution for which SR shareholders cannot vote
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The Companies (Share Capital and Debentures) Amendment Rules, 2019
On 16th August 2019 ,the Ministry of Corporate
Affairs (MCA) has notified the Companies (Share
Capital & Debentures) Amendment Rules, 2019
which has amended Rule 4, 5, 12 and 18 of Original
Rules of 2014 as follow
- Amita Desai & Co. 11
The Companies (Share Capital and Debentures) Amendment Rules, 2019
Amendments brought in by such notified Rules to boost start up
RULE 4:
DVR
RULE 5:
Certificate of Shares
RULE 12:
ESOP
RULE 18:
DRR
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Conditions for issuing DVRs by company section 43 and Rule 4
Authority in the Articles of Association;
Members to approve by Ordinary Resolution and for Equity
Listed company by postal ballot
No default in filing of past 3 years BS and AR
No subsisting default in the payment of
declared dividend and interest or
repayment of its matured deposits and interest or
redemption of its preference shares or debentures and
interest or;
- Amita Desai & Co.
No default in payment of Dividend on preference shares & interest payable there on or Repayment of any term loan from PFI or State level financial institution or
scheduled bank or interest payable thereon; Dues with respect to statutory payments relating to its employees to any
authority or default in crediting the amount in IEPF;
(DVR can be issued after 5 years of completion of FY in which the defaultwas made good)
Not been penalized by Court or Tribunal during the last 3 years of anyoffence under RBI Act, 1934, SEBI Act, 1992, SCRA, 1956, FEMA, 1999 orany other special Act.
- Amita Desai & Co.
Conditions for issuing DVRs by company section 43 and Rule 4
Rule 4: Equity Shares with differential rights
The Companies (Share Capital and Debentures) Amendment Rules, 2019
Before Amendment Rules After Amendment Rules
the shares with differential rights
shall not exceed 26% of the total
post issue paid up share capital
(including equity shares with
differential rights);
Consistent track record of
distributable profit for the last three
(3) years.
Voting power in respect of shares
with differential rights shall
not exceed 74% of total voting power
(including equity shares with
differential rights);
No track record of distributable
profit is required
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- Amita Desai & Co.
Example
Pre-issued Share Capital
1000 Equity Shares of Rs.10 each Rs.10,000 (50%)
1000 Preference Shares of Rs.10 each ( past 2 years no dividend) Rs.10,000 (50%)
2000 total shares Rs. 20,000 (100%)
Calculation of DVR
DVR to Promoter with 76% Voting Rights [2000 Shares * 76% =1520] 1520 Shares
DVR with 0% Voting Rights but with same Dividend Rights 500,000 Shares
DVR with Right to Information/ Right to appoint Director 10,00,000 Shares
Post Issued Capital 15,01,520 Shares
Issues still remain to address for conducive environment for DVR
1. Conversion of one type of share in another- no rational forsuch restriction
2. Separate ISIN for each class
3. Provisions in AoA to be mandated as there can be multipleDVRs
4. Deter potential investor as difficult to change the promoters
5. Angel investors/FII/QIB/fund houses invest only if they getvoting rights
6. There can be issue of Fractional Right (FR) or InferiorRights with overseeing the management
Rule 5: Certificate of shares (Where shares are not in demat form)
The Companies (Share Capital and Debentures) Amendment Rules, 2019
Before Amendment Rules After Amendment Rules
• The Share Certificate of OPC was required to
be signed by DIRECTOR AND CS OR ANY
OTHER PERSON
• The Share Certificate of any companyother than OPC , was signed by TWO
DIRECTORS OR ONE DIRECTOR AND CS
• The Share Certificate of OPC can now be signed by
DIRECTOR OR CS OR Any other person
• any company
• The Share Certificate of any company other
OPC , can now be signed by TWO DIRECTOR
OR ONE DIRECTOR OR CS
Thus, CS shall be personally responsible for
permitting the affixation of his signature on share
certificate
- Amita Desai & Co.
Rule 12: Issue of employee stock options
The Amendment Rules have also substituted the definition of ‘Startup Company’ withthe new Notification issued by the Department of Industrial Policy and Promotion,Ministry of Commerce.
Change in the definition of ‘Startup’
Definition was as per Notification No. GSR 180(E)
dated 17th February, 2016
Now, Definition is as per
Notification No. G.S.R. 127(E)
dated
19th February, 2019 - Amita Desai & Co.
Definition of ‘Startup’ issued by the Ministry of Commerce and Industry
As per Notification No. GSR 180(E)
Date: 17th February, 2016
As per Notification No.GSR 127(E)
Date: 19th February, 2019
An Entity shall be considered as a ‘Startup’;
1. It is not formed earlier than 5 years ;
2. Its turnover has not exceeded Rs.25 Crore; and
3. It is working towards innovation, development,
deployment or commercialization of new products,
processes or services driven by technology or
intellectual property;
Provided that an entity formed by splitting up or
reconstruction of an existing business shall not be
considered a ‘start-up’.
An Entity shall be considered as a ‘Startup’;
1. It is not formed earlier than 10 years.
2. Its turnover has not exceeded Rs.100 Crore.
3. It is working towards innovation, development
or improvement of products or processes or services,
or if it is a scalable business model with a high
potential of employment generation or wealth
creation.
Provided that an entity formed by splitting up or
reconstruction of an existing business shall not be
considered a ‘Startup’.
- Amita Desai & Co.
Rule 12: Issue of ESOP
Start-up companies were allowed to give ESOP(earlier upto 5 years, now increased to 10 Years) to itsemployees who are :
(i) Promoters or persons belonging to the promoter group
or
(ii) A director who either himself or through his relativesor through any body corporate, directly or indirectly holdsmore than 10% of the outstanding equity shares of theCompany
- Amita Desai & Co.
Under the erstwhile framework, the following classes of Companies were
required to comply with the provisions relating to DRR;
NBFCs registered with RBI under section 45-IA of RBI Act, 1934 issuing
debentures through public issue;
Other listed companies coming up with public issue or private placement;
Unlisted companies issuing debentures on private placement basis.
As per the Amendment Rules, the requirement of creating Debenture
Redemption Reserve (DRR) by certain Companies has been done away
with.
Rule 18: Debentures
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The synopsis and comparison of the amended rules with respect
to the DRR Provisions
Sr.
No.
Class of Companies As per the Earlier Rules As per the Amended
Rules
1. All India Financial
Institutions regulated by
Reserve Bank of India (RBI)
and Banking Companies
Listed debentures: No DRR
required
Privately placed debentures :
No DRR required
Listed debentures: No
DRR required
Privately placed
debentures : No DRR
required
No change
2. Other Financial
Institutions as per Section
2(72) of the Companies Act,
2013
DRR provisions will be
applicable as applicable to
NBFCs registered with RBI.
DRR Provisions are the same
as provided in the earlier
Rules.
No change
- Amita Desai & Co.
- Amita Desai & Co.
For listed companies other than All India Financial Institutions and
Banking Companies
1. All listed NBFCs and
listed Housing
Finance Companies
(HFC)
Public Issue:
DRR is 25% of the value of the outstanding
debentures issued through public issue.
Private Issue:
No DRR required
Public Issue:
No DRR required
Private Issue:
No DRR required
2. Other listed
companies
Public Issue:
DRR was 25% of the value of the
outstanding debentures issued.
Private Issue:
DRR was 25% of the value of the
outstanding debentures issued.
Public Issue:
No DRR required
Private Issue:
No DRR required
- Amita Desai & Co.
For unlisted companies other than All India Financial Institutions and Banking
Companies
1. All unlisted NBFCs
and unlisted Housing
Finance Companies
(HFC)
Public Issue as per SEBI (Issue and
Listing of Debt Securities) Regulations,
2008:
DRR was 25% of the value of the
outstanding debentures issued.
Private Issue:
No DRR required
Private Issue:
No DRR required
2. Other Unlisted Co. Public Issue as per SEBI (Issue and
Listing of Debt Securities) Regulations,
2008:
DRR was 25% of the value of the
outstanding debentures issued.
Private Issue:
DRR was 25% of the value of the
outstanding debentures issued.
DRR shall be 10% of the value
of the outstanding debentures
issued.
As per revised Rules only following types of companies are required to invest or deposit asper Rule 7 (b) (vi) , a sum not less than 15% of the amount of its debenture maturingduring the year on 31st March of the next year
All listed NBFCs registered with Reserve Bank of India;
All listed Housing Finance Companies (HFCs) registered with National HousingBoard;
All other listed companies (other than All India Financial Institutions, BankingCompanies and Other Financial Institutions); and
All unlisted companies which are not NBFCs and HFCs.
- Amita Desai & Co.
Investor Education and Protection Fund (IEPF)
--Amita Desai & Co.Company SECRETARY
INDEX1. Background
2. Objectives of IEPF
3. Amount forming part of IEPF
4. Due Date to Transfer to IEPF
5. Refund from IEPF
6. Recent Amendments [Investor Education and Protection Fund Authority(Accounting, Audit, Transfer & Refund) Rules, 2016]
7. Documentation to Register Transmission of Securities held in Physical Mode
8. Documentation to Register Transmission of Securities held in DEMAT Mode
9. Documents to be submitted to MCA for Loss of Securities held in PhysicalMode
10. Procedure for Disposing Claims under IEPF
-Amita Desai & Co.
Background
Investor Education and Protection Fund (IEPF) has been
established under Section 205C of the Companies Act, 1956 by
way of Companies (Amendment) Act, 1999 for promotion of
Investors’Awareness and Protection of their interests.
It was also provided in the Amendment Act that no claims shall
lie against the Fund or the Company in respect of individual
amounts which were unclaimed and unpaid for a period of
7 years from the dates that they first became due for payments
and no payment shall be made in respect of any such claims.
-Amita Desai & Co.
Section 125 of Companies Act 2013Section 125 empowers Central Government to establish a Fundto be called the Investor Education and Protection Fund (IEPF).
In phased manner section 125 was notified
On 13 Jan 2016 Sub - Sections (5), (6), & (7) have been notified
On 05 September,2016 Sub-Sections (8), (9), (10) & (11) havebeen notified and made effective from 07 September ,2016 and
On 05 September 2016 Sub-sections (1) to (4), (6) [with respectto the manner of administration of IEPF] have been notified andare effective from 07/09/2016.
- Amita Desai & Co.
Amendment on 14 August 2019
MCA has notified on 14th August 2019 amendments in the InvestorsEducation and Protection Fund Authority ( Accounting, Audit, Transferand Refund) Rules, 2016 (Principle Rule, 2016) and the new Rules willbe called the Investors Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Second Amendment Rules,2019.
This Rules brought in Digitization in process for deposit and claim.
Sub Rule 2, 3, 5, 6, 7 and 8 and Schedules are amended
The changes are in Definition, Fund, Statement to be furnished to theFund, Manner of transfer of Shares, Refund to Claimant from the Fund,Power to direct for payment of Fund and Schedules are amended fordocuments and procedures
- Amita Desai & Co.
Digitization in IEPF deposit and claim Under Rule 2 ,now in definition of Company , transferee company in
covered in respect of the assets and liabilities of transferor company which itmay have to transfer to IEPF;
Under Rule 3 in Fund all money to be transferred except shares received under disgorgement of securities pursuant to section 38 (4) of the Act and CG can also give grant to IEPF.
Under Rule 5, major changes as a new Form IEPF-1 to be filed by theCompanies and remit the funds online in 30 days from the date it is due .Companies are required to file Form IEPF-1A along with excel sheet for thesubmissions made earlier in 60 days that is by 13 Oct 2019. The Companiesare also required to file Form IEPF-2 in 60 days ( earlier it was 90 days) withstatement of unclaimed and unpaid amount as on Financial year ( not as onAGM)
- Amita Desai & Co.
Digitization in IEPF deposit and claim Under Rule 6, for manner of transfer of shares in DEMAT account of
IEPF.
the shares for which the beneficial owner has encashed dividendwarrants or any dividend amount in the bank account of the ownerduring last 7 years shall not be required to be transferred.
The Companies are also required to transfer shares in DEMAT account ofIEPF in respect of which dividend has been transferred to IEPFon or before the 7th September 2016, shall also be transferred by thecompany in the name of Investor Education and Protection Fund.
The Companies are now required to file Form IEPF-4 in 30 days of itsCorporate Action for transfer of all benefits ( except Rights) on suchshares which are transferred to IEPF.
- Amita Desai & Co.
Digitization in IEPF deposit and claim
Under Rule 7 Refund to Claimants from the Fund,
Now after filing Form IEPF-5 the Claimant has to submit documents asmentioned in the Rule to the company for verification,
Nodal Officer to be either Director, of CFO or CS and even there isDeputy Nodal Officer, the Nodal Officer is liable for all actions. If noNodal Officer is appointed by the Company, all Directors will be treatedas Nodal Officer. Details of Nodal Officer is required to be given to IEPF inForm IEPF-2 in 15 days that is by 29 August 2019 and any change in 7 days
The Legal Heir can be direct Claimant with IEPFand he is not requiredto complete transmission process with the Company
Other sub rules are modified for verification process
- Amita Desai & Co.
Digitization in IEPF deposit and claim
Under Rule 8 Form IEPF-6 is deleted and theCompany is required to file Form IEPF-2 as per Rule 5(8) with the details required as on closure of forwhich AGM is called .
Schedules are added for documentation andprocess for deposit and claims by electronically ,online payment and e-verification is standardizedwith time line
- Amita Desai & Co.
Amount forming part of IEPF –Section 125a. Unpaid dividend;
b. Share Application money due for refund;
c. Matured deposits;
d. Matured debentures;
e. Interest accrued on the above amounts;
f. Grants and Donations received
g. Under Section 38 (4) disgorgement or disposal ofsecurities
-Amita Desai & Co.36
Due Date of amount to be transfer to IEPFAny money transferred to the Unpaid Dividend
Account of a company in pursuance to section
124(5) which remains unpaid or unclaimed for
a period of Seven years from the date of such
transfer shall be transferred by the company
along with interest accrued, if any, thereon to
IEPF.
-Amita Desai & Co.37
Due Date of amount to be transfer to IEPF
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Refund from IEPFClaimant to fill Form IEPF 5 on the website of IEPF along
with the fees and send it to the company along with required
documents for the verification of claim.
Company to send the Verification report of claim to the IEPF
in the pre-decided format along with all the documents within
15 days of receiving the claim.
For a Monetary refund, IEPF shall initiates e-Payment in the
Claimant’s Bank Account.
If Shares are reclaimed, the shares will be credited to the
Claimant's Demat account by IEPF.-Amita Desai & Co.39
Recent Amendments in IEPF Authority (Accounting Audit
Transfer & Refund) Rules, 2016
Transferee Company shall transfer unpaid/unclaimed amount in
respect of Assets and Liabilities of Transferor Company.
Company shall remit any amount under Section 125 Online along
with Form IEPF-1 within 30 days of becoming due.
Any company has not filed statement or filed in any other form
than Excel shall submit details in Form IEPF-1A along with Excel
Template within 60 days of notification.
Within 60 days of AGM and thereafter till completion of 7 years
identify unclaimed amount as on closure of FY for which the
AGM is called and furnish on its website and on website of MCA.-Amita Desai & Co.40
Recent Amendments in IEPF Authority (Accounting Audit
Transfer & Refund) Rules, 2016Company required to credit amounts or shares to the fund or has
already deposited the amount or transferred the shares to IEPF
shall nominate a Nodal Officer, who shall either be a Director
or CFO or CS of the company, for the purposes of verification
of claims and coordination with IEPF Authority.
Within 30 days from the date of receipt of claim the Company
shall send an online verification report to MCA in
Form IEPF-5 along with Documents submitted by Claimant.
-Amita Desai & Co.41
Documents to be submitted to MCA to Register
Transmission of Securities held in Physical Mode
Shares held Singly with Nomination:
Transmission request Form
Death Certificate
Copy of PAN Card
Original Share Certificate
Any Government ID Proof
-Amita Desai & Co.42
Documents to be submitted to MCA to Register
Transmission of Securities held in Physical Mode
Shares held Singly Without Nomination:
Documentary requirement for Nomination
+
Affidavit from all Legal Heirs on a Non-Judicial
Stamp Paper
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Documents to be submitted to MCA to Register Transmission of
Securities held in Physical Mode
For Value of Securities upto Rs. 200,000
• Succession Certificate or Probate of Will or Letter ofAdministration
OR
• NOC from all Legal Heir or Copy of Family Settlement Deal &Indemnity Bond indemnifying the STA or Issuer Company
For Value of Securities more than Rs. 200,000
• Succession Certificate or Probate of Will or Letter ofAdministration
-Amita Desai & Co.44
Documents to be submitted to MCA to Register
Transmission of Securities held in Physical Mode
Shares held Jointly with Nomination
Transmission request Form
Copy of Death Certificate
Copy of PAN Card
Original Share Certificate
Any Government ID Proof
-Amita Desai & Co.45
Documents to be submitted to MCA to Register
Transmission of Securities held in Physical Mode
Shares held Jointly without Nomination
Documentary requirement for Nomination
+
Affidavit from all Legal Heirs on a Non-Judicial
Stamp Paper
-Amita Desai & Co.46
Documents to be submitted to MCA to Register
Transmission of Securities held in Physical Mode
For value of Securities upto Rs. 200,000
• Succession Certificate or Probate of Will or Letter ofAdministration or Court Decree
OR
• NOC from all Legal Heir(s) or Copy of Family Settlement Deed &Indemnity Bond indemnifying the STA or Issuer Company
For Value of Securities more than Rs. 200,000
• Succession Certificate or Probate of Will or Letter ofAdministration or Court Decree
-Amita Desai & Co.
Documents to be submitted to MCA to Register
Transmission of Securities held in DEMAT Mode
Shares held Singly with Nomination
Transmission Request Form
Death Certificate
Copy of PAN Card
Copy of Transaction Statement duly Certified by DP
Any Government ID Proof
-Amita Desai & Co.48
Documents to be submitted to MCA to Register
Transmission of Securities held in DEMAT Mode
Shares are held Singly without Nomination
Documentary requirement for Nomination
+
Affidavit from all Legal Heir(s) on a Non-Judicial
Stamp Paper
-Amita Desai & Co.49
Documents to be submitted to MCA to Register
Transmission of Securities held in DEMAT Mode
For Value of Securities upto Rs. 200,000
• Succession Certificate or Probate of Will or Letter ofAdministration or Court Decree
OR
• NOC from all Legal Heir(s) or Copy of Family Settlement Deed &Indemnity Bond indemnifying the STA or Issuer Company
For Value of Securities more than Rs. 200,000
• Succession Certificate or Probate of Will or Letter ofAdministration or Court Decree
-Amita Desai & Co.
Documents to be submitted to MCA to Register
Transmission of Securities held in DEMAT Mode
Shares are held Jointly with Nomination
Transmission Request Form
Copy of Death Certificate
Copy of PAN Card
Copy of Transaction Statement duly Certified by DP
Any Government ID Proof
-Amita Desai & Co.51
Documents to be submitted to MCA to Register
Transmission of Securities held in DEMAT Mode
Shares are held Jointly without Nomination
Documentary requirement for Nomination
+
Affidavit from all Legal Heir(s) on a Non-Judicial
Stamp Paper
-Amita Desai & Co.52
Documents to be submitted to MCA to Register
Transmission of Securities held in DEMAT Mode
If Value of Securities upto Rs. 200,000
• Succession Certificate or Probate of Will or Letter of Administrationor Court Decree
OR
• NOC from all Legal Heir(s) or Copy of Family Settlement Deed &Indemnity Bond indemnifying the STA or Issuer Company
If Value of Securities more than Rs. 200,000
• Succession Certificate or Probate of Will or Letter of Administrationor Court Decree
-Amita Desai & Co.
Documents to be submitted to MCA for Loss of
Securities held in Physical Mode
Notarized Copy of FIR/ Police Complaint
Surety Affidavit Equal to Market Value of Shares along
with Proof of Identity attested by Notary
Indemnity Bond by Surety duly attested by Notary
Copy of Advertisement issued in One English Newspaper
having Nationwide Circulation & in One Regional
Newspaper, if the Market Value of Shares is Greater than
Rs. 10,000
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Procedure for Disposing Claims under IEPF
Company shall be responsible for Verifying the genuineness
and entitlement of the Claimant
Company shall verify and retain all the Original documents
submitted by the Claimant
Company shall be responsible to verify the Amount & Shares
involved in Claims according to E-filing made by it to IEPF
Company shall submit E-verification report to IEPF
-Amita Desai & Co.55
Procedure for Disposing Claims under IEPFIEPF shall follow the following procedure while Disposing Claims:
Verify Completeness of all information provided in Form IEPF-5
Matching of Information with Scanned Documents attached with
Claims
Affidavit & Other Supporting documents for Change or Variation
in Name
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Affidavit & Other Supporting documents for Change or Variation
in Address
Indemnity on Stamp paper in name of Claimant
Verification of PAN details of Claimant with Client Master List
(CML)
In case of claims related to Physical Securities, authentication of
Scanned Copy of Certificate shall be attached with Form IEPF-5
-Amita Desai & Co.
Verification & Matching of DEMAT Account No., Name of Claimant,
PAN, Address from CML
Matching of Client Master List (CML) of Unclaimed Suspense
Account, if any Shares are Transferred from Unclaimed Suspense
Account
Verification of Transaction Statement of Unclaimed Suspense Account
Verification of Amount due to Claimant from E-form IEPF-1 or INV-1
or IEPF-1A
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Forms Revised
FORM NO.IEPF-1A– Statement of amounts credited to IEPF-in 30dayson such amount becoming due to be credited in IEPF as per Rule 5 (1)
FORM NO.IEPF-1A– Statement of amounts credited to IEPF-Section 205C of CA 1956, one time in 60 days as per Rule 5 (4A) fromthis notification of 14.08.2019 that is by 13.10.2019
FORM NO. IEPF-2
(i) Statement of unclaimed and unpaid amounts as per Rule 5 (8)on the date of closure of FY for which AGM is held(ii) Details of Nodal Officer and changes as per Rule 7(2B)
FORM NO. IEPF-4 – Statement of shares transferred to IEPF afterCorporate Action
FORM NO. IEPF-5 – Application to IEPF for claiming unpaid amountsand shares out of IEPF
Hope that shareholders will be benefited with such Digitization in IEPF for Deposit and Claim
for refund
- Amita Desai & Co.
Annual Filing
By Companies
Section 92: Annual Return
(w.e.f. 1st April, 2014)
Section 137: Copy of Financial
Statement to be filed with Registrar
(w.e.f. 1st April, 2014)
- Amita Desai & Co.
Section 92: Annual Return
Annual Return
Company’s Financial Position
Company’s Activities
Boards s Composition
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Annual Return in Form MGT - 7 which shall contain the following particulars as on
the close of the Financial Year
its promoters, directors, key managerial personnel along with changes therein since the close of the
previous financial year
meetings of members or a class thereof, board and its various committees along with attendance details
remuneration of directors and key managerial personnel and for private companies aggregate amount of
remuneration drawn by directors
penalty or punishment imposed on the company, its directors or officers and details of compounding of
offences and appeals made against such penalty or punishment
its registered office, principal business activities, particulars of its holding, subsidiary and associate
companies
- Amita Desai & Co.
matters relating to certification of compliances, disclosures as may be prescribed
its shares, debentures and other securities & shareholding pattern and its indebtedness
Details, as may be prescribed, in respect of shares held by or on behalf of the Foreign Institutional Investors indicating
their names, addresses, countries of incorporation, registration and percentage of shareholding held by them
such other matters as may be prescribed
its members and debenture-holders along with changes therein since the close of the previous financial
year
- Amita Desai & Co.
Summary of Section 92 –Annual Return
Every Company shall prepare its Annual Return in Form MGT-7 stating certain details as on close of the
Financial Year
An extract of Annual Return in Form MGT-9 shall be attached with the Director’s Report.
(Same is exempted for Specified IFSC Public Co. & Private Co.)
Signing of Annual Return
Other Co.
OPC/ Small/
Startup Private
Co.
Director & CS
(OR)
Where there is
no CS, by a
PCS
CS
(OR)
Where there is
no CS, by a
PCS
Certification of Annual Return
The Annual Return filed by;
Listed Co.
(OR)
Co. having paid-up share
capital of Rs.10 Cr. or more
(OR)
Turnover of Rs.50 Cr. or more
Shall be certified by
PCS. The
Certificate shall be
in Form MGT-8
- Amita Desai & Co.
Filing of Annual Return Inspection of Annual Return
If AGM heldIf AGM not
held
Within 60
days of AGM
Within 60 days
from the date on
which AGM
should have been
held
By any Member, Debenture Holder, Other
Security Holder or Beneficial Owner;
During business hours for reasonable time
of not less than 2 hours on any working
day;
On payment of fees as may be specified in
AOA but not exceeding Rs.50/-
Copies of Annual Return shall be furnished to any Member, Debenture Holder, other Security Holder or Beneficial
Owner on payment of such fees as may be specified in AOA but not exceeding Rs.10/- per page.
Annual Return by Foreign Company shall be prepared & filed within a period of 60 days from the
last day of its financial year in Form FC-4
- Amita Desai & Co.
Penalty for Non-Compliance with
Section 92
Company Officers in Default PCS
Penalty of Rs.50,000
&
In case of continuing
failure, penalty of
Rs.100 per day
maximum of
Rs.5,00,000
Fine not less than
Rs.50,000 which may
extend to Rs.5,00,000
Fine not less than
Rs.50,000 which may
extend to Rs.5,00,000
- Amita Desai & Co.
Section 137: Copy of Financial Statement to be filed with
Registrar
Copy of the Financial Statement including consolidated Financial Statement, if any, duly
adopted at the Annual General Meeting shall be filed with the Registrar of Companies (ROC)
E-form AOC-4 to be filed
within 30 days of the date of
the Annual General Meeting
E-form AOC-4 - XBRL to be
filed within 30 days of the
date of the Annual General
Meeting
E-form AOC-4 - CFS to be
filed within 30 days of the
date of the Annual General
Meeting
One Person Company (OPC) shall file the financial statements duly adopted by its
member within 180 days from the closure of the Financial Year.
- Amita Desai & Co.
Penalty for Non-Compliance with Section 137
Company Officers in Default
Penalty of Rs.100
per day during the
failure continues
not exceeding
Rs.10,00,000
MD or CFO or
Authorised Director:
Penalty of
Rs.100,000 and in
continuing failure
penalty of Rs.100 per
day not exceeding
Rs.500,000
- Amita Desai & Co.
Penal Provisions
- Amita Desai & Co.
Fine v/s Penalty
Fine Penalty
As per the definition provided in Oxford Dictionary:
Fine is “a sum of money exacted as a penalty by a
court of law or other authority.”
In other words, Fine is the amount of the money that
a court can order to pay for an offence after a
successful prosecution in a matter.
Fine imposed when any application/ petition filed
with any judicial body.
Example: fine include exceeding the speed limit or
driving under the influence of alcohol.
As per the definition provided in Oxford Dictionary:
Penalty is “a punishment imposed for breaking a
law, rule, or contract.”
In general language, a penalty is imposed by an
appropriate authority when a person have not
complied with the law but have not committed any
offence.
Penalties do not require court proceedings and are
imposed on failing to comply with a provision of an
Act.
Example: payment of an additional charge in the
event a party fails to perform a condition in the
contract.
- Amita Desai & Co.
Re-categorization of offences under the Companies Act, 2013
Section Nature of Default Punishment
Section 53(3):
Prohibition of issue of
shares at a discount
Prohibition of
issue of
Shares at a
discount
Non-compliance with sub-section (3) of Section 53 shall
result in the company and any officer in default being
liable to a penalty, instead of being punishable with fine
or imprisonment or with both._______________________________________________
Company & Officer in default:
Amount equal to the
amount raised through
the issue of shares at discount
OR
Rs.5,00,000
AND
Company:
shall also be liable to refund all monies received with 12%
p.a. interest from the date of issue of such shares to the
persons to whom such shares have been issued
Whichever
is less
- Amita Desai & Co.
Section 64(2):
Notice to be given to
Registrar for alteration of
share capital
Failure/delay in filing
notice for alteration
of share capital
Non-compliance with sub-section (1) of Section 64 shall result
in the company and any officer in default being liable to a
penalty, instead of being punishable with fine.____________________________________________
Company & Officer in default:
Penalty of Rs.1000 for each day during which such default
continues OR Rs.5,00,000 whichever is less
Section 92(5):
Annual return
Failure/delay in filing
annual return
Non-compliance with sub-section (4) of Section 92 shall result
in:
(i) the company being liable to a penalty, instead of being
punishable with fine; and
(ii) every officer in default being liable to a penalty, instead
of being punishable with fine or imprisonment or with
both.
Company & Officer in default:
Penalty of Rs.50,000 and in case of continuing failure, further
penalty of Rs.100 for each day during which such failure
continues up to maximum of Rs.5,00,000
Company Secretary in Practice:
Punishable with fine of Rs.50,000 to Rs.5,00,000
- Amita Desai & Co.
Section 102(5):
Statement to be annexed to
notice
Attachment of a
statement of special
business in a notice
calling for general
meeting
Non-compliance with Section 102 shall result in every
promoter, director, manager or other key managerial
personnel who is in default being liable to a penalty, instead
of being punishable with fine.___________________________________________
Promoter, Director, Manager or other KMP who is in
default:
Penalty of Rs.50,000 OR 5 times the amount of benefit
accruing to the promoter, Director or KMP or any of his
relatives, whichever is higher
Section 105(3):
Proxies
Default in providing a
declaration regarding
appointment of proxy in
a notice calling for
general meeting
Non-compliance with sub-section (2) of Section 105 shall
result in every officer in default being liable to a penalty,
instead of being punishable with fine._________________________________________
Every officer in default:
Shall be liable to a penalty of Rs.5,000/-
- Amita Desai & Co.
Section 117(2):
Resolutions and
Agreements to be filed
Failure/Delay in
filing Certain
resolutions
Non-compliance with sub-section (1) of Section 117 shall
result in the company and every officer in default including
liquidator of a company, if any, being liable to a penalty,
instead of being punishable with fine.______________________________________
Company:
Penalty of Rs.1,00,000 and in case of continuing failure
penalty of Rs.500 each day subject to maximum of
Rs.25,00,000
Officer in default:
Penalty of Rs.50,000 and in case of continuing failure
penalty of Rs.500 each day subject to maximum Rs.5,00,000
- Amita Desai & Co.
Section 121(3):
Report on annual general
meeting
Failure/ Delay in
filing Report on
AGM by public listed
company
Non-compliance with sub-section (2) of Section 121 shall
result in the company and every officer in default being
liable to a penalty, instead of being punishable with fine.
_________________________________
Company:
Penalty of Rs.1,00,000 and in case of continuing failure
penalty of Rs.500 each day subject to maximum of
Rs.5,00,000
Officer in default:
Penalty of not less than Rs.25,000 and in case of continuing
failure penalty of Rs.500 each day subject to maximum of
Rs.1,00,000
- Amita Desai & Co.
Section 137(3):
Copy of financial statement
to be
Failure/ Delay
in filing
financial
statement
Non-compliance with sub-section (1) or (2) of Section 137
shall result in:
(i) the company being liable to a penalty, instead of being
punishable with fine; AND
(ii) the Managing Director and the Chief Financial Officer,
if any, and, in the absence of the managing director and the
Chief Financial Officer, any other director who is charged
by the board of directors with the responsibility of
complying with the provisions of Section 137, and, in the
absence of any such director, all the directors of the
company, being liable to a penalty, instead of being
punishable with fine or imprisonment or with both.
_______________________________
Company:
Penalty of Rs.100 for each day during the failure continues not
exceeding Rs.10,00,000
Officer in default:
Shall be liable to a penalty of Rs.1,00,000 and in case of
continuing failure, penalty of Rs.100 each day maximum upto
Rs.5,00,000
- Amita Desai & Co.
Section 140(3):
Removal, resignation of
auditor and giving of
special notice
Failure/ Delay in filing
statement by auditor after
resignation
Non-compliance with sub-section (2) of Section 140 shall
result in the auditor being liable to a penalty, instead of being
punishable with fine.______________________________________________
Company:
Minimum fine of Rs.25,000 and up to a maximum fine of
Rs.5,00,000
Officer in default:
Minimum fine of Rs.10,000 and up to a maximum fine of
Rs.1,00,000
Section 157(2):
Company to inform
Director Identification
Number to Registrar
Failure/ Delay by company in
informing DIN of director
Non-compliance with sub-section (1) of Section 157 shall
result in the company and every officer in default being
liable to a penalty, instead of being punishable with fine.
Company:
Shall be liable to a penalty of Rs.25,000 and in case of
continuing failure, penalty of Rs.100 each day subject to
maximum of Rs.1,00,000
Officer in default:
Shall be liable for penalty of Rs.25,000 and in case of
continuing failure, penalty of Rs.100 each day subject to
maximum of Rs.1,00,000
- Amita Desai & Co.
Section 159:
Punishment for
Contravention – in respect
of DIN
Contraventions
related to DIN
Penalty for default in certain provisions:
Non-compliance with Section 152 (Appointment of
directors), Section 155 (Prohibition to obtain more than
one Director Identification Number) and Section 156
(Director to intimate Director Identification Number) shall
result in any individual or director of a company in default
being liable to a penalty, instead of being punishable with
fine or imprisonment.___________________________________
Officer in default:
Shall be liable to a penalty up to Rs.50,000 and in case of
continuing one penalty up to Rs.5,000
- Amita Desai & Co.
Section 165(6):
Number of Directorships
Accepting directorships
beyond specified limits
If a person accepts appointment as a director in contravention
of sub-section (1) of Section 165 such person shall be liable to
a penalty, instead of being punishable with fine.
_______________________
Person accepts an appointment as a director shall be liable to a
penalty of Rs.5,000 for each day
Section 191(5):
Payment to Director for
Loss of Office, etc., in
connection with transfer of
undertaking, property or
shares
Payment to director not
to be made on loss of
office
Non-compliance with Section 191 shall result in the director of
the company being liable to a penalty, instead of being
punishable with fine.
_________________________
Officer in default:
Shall be liable to a penalty of Rs.1,00,000
Section 197(15):
Overall maximum
managerial remuneration
and managerial
remuneration in case of
absence or inadequacy of
profits
Managerial
remuneration
Under sub-section (15) Non-compliance with Section 197 shall
result in any person in default being liable to a penalty, instead
of being punishable with fine. ____________________________________________
Officer in default:
Shall be liable for a penalty of Rs.1,00,000
Company:
Shall be liable for a penalty of Rs.5,00,000
- Amita Desai & Co.
Section 203(5):
Appointment of Key
Managerial Personnel
Appointment of
KMPs in certain
class of companies
Non-compliance with Section 203 shall result in the
company, every director and key managerial personnel of the
company who is in default being liable to a penalty, instead
of being punishable with fine.
___________________________
Company:
Penalty of Rs.5,00,000
Officer in default:
Penalty of Rs.50,000 and in case of continuing one penalty
of Rs.1000 each day subject to maximum Rs.5,00,000
Section 238(3):
Registration of the offer of
scheme involving transfer
of shares
Registration of the
offer of scheme
involving transfer
of shares
Non-compliance with clause (c) of sub-section (1) of Section
238 shall result in the director being liable to a penalty,
instead of being punishable with fine.
___________________________
Officer in default:
Shall be liable to penalty of Rs.1,00,000
- Amita Desai & Co.
Adjudication of Penalties
The Companies (Amendment) Ordinance, 2018 hadsubstituted Section 454 (3) in the Companies Act, 2013(effective from 2nd Nov 2018)
The Ministry of Corporate Affairs had substituted Rule 3in the Companies (Adjudication of Penalties) AmendmentRules, 2019 vide its Notification (Dated 19th February,2019)
Section 454 Adjudication of Penalties and Rule 3 of Companies
(Adjudication of Penalties) Rules, 2014
Section 454(1)
The Central Government (CG) may, by an order published in the
Official Gazette, appoint as many officers of the Central Government,
not below the rank of Registrar, as adjudicating officers for adjudging
penalty under the provisions of this Act in the manner as per the
Companies (Adjudication of Penalties) Rules, 2014.
Section 452 (2)
The CG shall specify the jurisdiction of appointed adjudicating officers
in the order.
Imposing Penalty for Non Compliance
Section 454 (3) – Substituted 02.11.2018
If there is any non-compliance or default under the relevant
provisions of the Companies Act, 2013 then adjudicating officer
may, by an order –
a) Impose penalty on the Company, the officer who is in
default, or any other person, as the case may be; and
b) direct such company, or officer who is in default, or any
other person, as the case may be, to rectify the default,
wherever he considers fit.
Section 454 (4) Opportunity of Being heard and Companies
(Adjudication of Penalties) Rules, 2014
Section 454 (4)
The adjudicating officer before imposing any penalty shall give a
reasonable opportunity of being heard and issue a written notice in the
specified manner to such Company and the officer who is in default
• Rule 3 (2) reads that
The adjudicating officer shall issue a written notice in the specified
manner to the Company and the officer in default or any other person,
as the case may be, to show cause, within such period as may be
specified in the notice (which is not <15 days and >30 days ) why the
penalty should not be imposed on it or him.
Rule 3 (3)
The notice issued shall clearly specify the nature of
non-compliance or default have been committed or
made by such Company and the officer who is in
default or any other person, as the case may be and
also draw attention to the relevant penal provisions
of the act and the maximum penalty which can be
imposed on it and him.
Rule 3 (4)
The Company and the officer who is in default or any other person has to
reply to such notice shall be filed in electronic mode only within time
specified in notice.
However adjudicating officer may grant extension of further period not
exceeding 15 days if Company and the officer who is in default or any
other person satisfies that
a) it or he has sufficient cause for not responding to the notice within the
stipulated period or
b) the adjudicating officer has reason to believe that the company or the
officer or the person has received a shorter notice and did not have
reasonable time to give reply.
Rule 3( 5)
• If in the opinion of Adjudicating officer physical appearance is
required, he may issue notice within a period of 10 days from
the date of reply and fix a date for appearance.
• Provided that if any person, to whom a notice is issued under
sub-rule (2), desires to make an oral representation, whether
personally or through his authorised representative and has
indicated the same while submitting his reply in electronic
mode, the adjudicating officer shall allow such person to make
such representation after fixing a date of appearance.
Rule 3 (6)
• On the date fixed for hearing and after giving a
reasonable opportunity of being heard, the adjudicating
officer may pass any order in writing as he thinks fit
including an order of adjournment.
• Provided that after hearing Adjudicating Officer may
require the concerned person to submit his reply in
writing on certain other issues related to the notice
relevant for determination of the default.
Rule 3 (7)
Adjudicating officer may pass an order:-
In case physical appearance not required – within 30 days
after the expiry of the period given for reply
(15 to 30 days or such extended period)
In case physical appearance required – within 90 days from
the date of issue of appearance
If due to some reason there is delay in order passed then such
order shall not considered to be invalid.
Rule 3 (8)
Every order given by Adjudicating officer shall be duly dated and signed
by him and shall clearly state the reason for requiring the physical
appearance
Rule 3 (9)
Copy of the order by Adjudicating officer shall be sent to
a) the concerned Company, Officer who is in default or any other
person or all of them;
b) Central Government ; and
c) Copy of the Order shall be uploaded on website.
Powers of Adjudicating Officer under
Rule 3 (10)
to summon and enforce the attendance of any
person acquainted with the facts and
circumstances of the case after recording reasons in
writing;
to order for evidence or to produce any
document, which in his opinion may be relevant
to the subject matter.
Rule 3 (11)
Adjudicating Officer may pass an orderof imposing penalty if any person failsto reply or neglects or refuses to appearbefore him
Rule 3 (12) – Factors to be considered for adjudicating quantum of penalty
a) Size of the Company;
b) Nature of business carried on by the company;
c) injury to public interest;
d) nature of the default;
e) repetition of the default;
f) the amount of disproportionate gain or unfair advantage, wherever quantifiable,made as a result of the default; and
g) the amount of loss caused to an investor or group of investors or creditors as a resultof the default.
Provided that, in no case, the penalty imposed shall be less than the
minimum penalty prescribed, if any, under the relevant section ofthe Act.
Rule 3 (13)
In case a fixed sum of penalty is provided for default of a provision, theAdjudicating Officer shall impose that fixed sum, in case of any defaulttherein.
Rule 3 (14)
Penalty shall be paid through Ministry of Corporate Affairs portal only.
Rule 3 (15)
All sums realised by way of penalties under the Act shall be credited to theConsolidated Fund of India.
Explanation 1
For the purposes of this rule, the term “specified manner” shall mean serviceof documents as specified under section 20 of the Act and rules madethereunder and details in respect of address (including electronic mail ID)provided in the KYC documents filed in the registry shall be used forcommunication under this rule.
Explanation 2
For the purposes of this rule, it is hereby clarified that the requirement ofsubmission of replies in electronic mode shall become mandatory after thecreation of the e-adjudication platform
Any person aggrieved by an order made by Adjudication Officer may prefer an Appeal
Within 60 days from the date of order received by
the aggrieved person
Section 454(5) &(6) Rule 4 of the Companies (Adjudicating Penalties) Rules, 2014
To Regional Director (RD) in From ADJ
Rule 5 Registration of Appeal
On receipt of Appeal RD shall endorse the date on such Appeal and
sign such endorsement and if appeal found in order shall be duly
registered and serially numbered.
Provided that appeal found to be defective, RD may allow not less than
14 days time to appellant to rectify the defects.
Provided further that RD may grant extension of further period of 14 days
if appellant satisfies sufficient cause for not rectifying the defect within 14
days
And
If appellant fails to rectify the defect within 14 days, then RD may refuse to
register such appeal within 7 days by order in writing after completion of
period of 14 days.
Rule 6 Disposal of appeal by RD
Sub rule (1) Serve copy of Appeal
RD shall serve copy of appeal to Adjudicating Officer (AO)
against whose order the Appeal is sought along with notice
requiring such AO to file his reply thereto within a period of 21
days. Provided that RD may extend the further period of 21
days if AO satisfies sufficient cause to not file within period of
21 days.
Rule 6 Disposal of appeal by RD
Sub rule (2) Serve copy of reply
A copy of reply, application and written representation filed by
AO before RD and shall serve same copy to the Appellant.
Rule 6 Disposal of appeal by RD
Sub rule (3) date of hearing
RD shall notify the parties date of hearing before 30 daysfrom the date of hearing of the Appeal
Rule 6 Disposal of appeal by RD
Sub rule (4) Adjournment
On the date fixed for hearing RD may, subject to the reason to be recorded in writing, pass any order as he thinks fit
including order of adjournment of hearing to a future date
Rule 6 Disposal of appeal by RD
Sub rule (5) Order of Ex-parte
In case the Appellant or AO does not appear on the date fix for
hearing RD may dispose off the Appeal “Ex-parte”
However RD may set aside the ex-parte order and restore Appeal
if Appellant appears afterwards and satisfies the RD that there
was sufficient cause for his non-appearance.
Order of Regional Director
Regional Director may after giving the
parties to the Appeal an opportunity of
being heard, pass such order as he thinks
fit, confirming, modifying or setting
aside the order appealed against.
As per Section 454(7) of CA 2013
Rule 6 Disposal of appeal by RD
As per sub rule (6) the Order passed shall be dated and
signed by RD
As per sub rule (7) Certified copy of every order shall be
send to
Adjudicating
Officer(AO) Appellant CG
Penalty
Company Fine not < Rs. 25000 but may extend to Rs. 5 Lac
Officer of the Company in
default
Imprisonment extend to 6 months
Fine not < Rs. 25000 but may extend to Rs.1
Lac
Or with Both
Penalty u/s 454 (8)
UDIN & eCSIN
INITIATIVE TO PURSUE GOOD GOVERNANCE
The Institute of Company Secretaries of India (ICSI) has taken an initiative by
issuing Guidelines on
Unique Document Identification Number (UDIN) &
Employee Company Secretary Identification Number (eCSIN)
in an attempt to pursue heightened sense of self-governance and ready
availability of information about the documents signed by the PCS and also
about the Company Secretaries employed in a particular company.
This initiative leads to bring greater transparency and to pursue the better
governance.
-Amita Desai & Co.
ORIGIN
-Amita Desai & Co.
Council members have the powers which is conferred under
Schedule II, Part II & clause(1) of the Company Secretaries
Act, 1980 in its 261st (special) meeting held on 27th June,
2019 issued Unique Document Identification Number
(UDIN) Guidelines, 2019 that every Company Secretary in
Practice shall be required to generate UDIN for certain
professional services.
-Amita Desai & Co.112
Applicability
PCS
Recommendatory
w.e.f. 05th July,
2019w.e.f. 1st Oct,
2019
Mandatory
OBJECTIVE OF ISSUING THESE GUIDELINES
1.• To verify the authenticity of various documents
certified by PCS
2.• To prevent counterfeiting of various attestations &
certifications
3.• To provide ease of maintaining the Register of Attestation
/Certification services rendered by practicing members
4.
• To ensure compliance of the Guidelines issued by the Institute w.r.t ceilings on the number of the various certification/attestation
5.
• To auto-prefill details of Certification/Attestationservices rendered by practicing members in of theform for renewal of Certificate of Practice.
OBJECTIVE OF ISSUING THESE GUIDELINES…Cont.
TRIGGERING EVENTS FOR UDIN GENERATION
Only PCS to register UDIN & its mandatory for PCS to generate UDIN for followingReports and Certifications:
1. Annual Return – MGT 8;
2. Secretarial Audit – Sec 204 of Companies Act, 2013;
3. Secretarial Audit of Material Unlisted Companies Reg. 24A of SEBI (LODR) Regulations, 2015;
4. Annual Secretarial Compliance Report – Reg. 24A of SEBI (LODR), 2015
5. Share Transfer Certification – Reg. 40(9) of SEBI (LODR), 2015;
6. Director Disqualification Certificate;
7. Reconciliation of Share Capital Audit;
8. Foreign Investment (As per notification under FEMA);
A. REPORTS
TRIGGERING EVENTS FOR UDIN GENERATION…Cont.
1. Internal Audit of DP and Stock Brokers;
2. Third Party Certification of Labour Law;
3. Diligence Report for Banks
1. for any other e Form and document(s) which is not listed above and not
mandatory as per these guidelines on voluntary basis.
B. Certificates
C. Others
How to Generate UDIN
The PCS shall go to the designated website namely udin.icsi.edu and create a
login ID and password by entering the Membership No., CoP No., Phone No.,
Email ID , Aadhar and Income Tax PAN.
(i) The login id would be verified through a computer application.
(ii) The UDIN shall be a system generated random alphanumeric number.
(iii) No document shall be required to be uploaded.
Modalities• The modalities for operationalizing these Guidelines are as under:
i. Only PCS can register
ii. Only the member certifying the document may generate UDIN
iii. Regulatory bodies and other stakeholders may verify the authenticity ofdocument s certified by PCS by visiting the designated website
iv. No fee for registration/generation of UDIN
v. UDIN shall be shared on registered Email ID of the Members or through anyother electronic mode
vi. Name of recipient of the professional service, CIN /LLPIN / PAN No. of client(as the case may be) shall be disclosed at the time of generation of UDIN
vii.UDIN once generated but not utilized may be surrendered/ cancelled by thePCS within 7 days of such generation.
Quoting UDIN
UDIN shall be generated at the time of signing the
Certificate/ Report and mandatorily be mentioned in the
Certificate, Report and documents along with the Certificate
of Practice number.
Consequences of violation
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.
Confidentiality
The data uploaded by the members at the time
of generating UDIN shall remain confidential
and not be construed as “information” under the
Right to Information Act, 2005.
ORIGIN
-Amita Desai & Co.
Council members have the powers which is conferred
under ScheduleII, Part II & clause(1) of the Company
Secretaries Act, 1980 in its 261st (special) meeting held on
27th June, 2019 issued Employee CompanySecretary Identification Number (eCSIN) , 2019
that every Company Secretary in Practice shall be required
to generate UDIN for certain professional services.
OBJECTIVE OF ISSUING THESE GUIDELINES
1.
• To monitor the appointment and cessation of CompanySecretaries in Employment as CS in Whole-time Employment
2.• to bring more transparency by creating a platform to identify the
Company Secretaries employed in a particular company.
3.
• To provide an opportunity to the members to update theirprofessional address simultaneously in the Institute’s Register ofMembers
-Amita Desai & Co.125
Applicability
CS
At the time of
Employment
At the time of
demitting office
Whether by way of
Resignation Removal Retirement Disqualification
TRIGGERING EVENTS FOR eCSIN GENERATION
Quoting eCSIN on the consent letters which is to be
attached with the e-form DIR12 shall be mandatory for
members entering into employment as Company Secretary
w.e.f. 1st October, 2019 and till that time the same shall
remain recommendatory.
Members already holding employment all mandatorily be
required to generate eCSIN not later than 31stDecember,
2019.
How to Generate eCSIN
The member of the Institute shall visit the designated websitenamely ecsin.icsi.edu, create a login id and password byentering the Membership No., Phone No., Email ID, Aadhar,PAN, and such other particulars as may be mandated.
The login ID would be verified through an electronicapplication.
The eCSIN shall be a system generated random alphanumericnumber.
No document is required to be uploaded.
How to Generate eCSIN..Cont
eCSIN shall be shared only on registered Email id of the
Members or through electronic mode.
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.
No fee for registration/generation of eCSIN.
Quoting eCSIN
eCSIN is to be generated at the time of filing of
e-Form DIR-12
eCSIN is mandatorily required to be quoted on the
consent letter and resignation letter to be attached with
the e-Form DIR-12.
(i) Only Members with an active membership shall register.
(ii) One member can have only one active eCSIN at any given
point of time.
(iii) Regulatory bodies and other stakeholders may verify the
authenticity of eCSIN by visiting the designated website.
Monitoring
Consequences of
violation
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.
Confidentiality
The data uploaded by the members at the time of
generation of eCSIN shall remain confidential and not
be construed as “information” under the Right to
Information Act, 2005.
Amita Desai & Co.Company Secretaries
1005, 10th Floor. Solaris Hubtown,N.S. Phadke Marg, Andheri Flyover,
Andheri (E), Mumbai – 400 069
E-mail: [email protected] & [email protected].: 022-26845919/20/21/23