Recent Amendments in Companies Act UDIN and e

Recent Amendments in Companies Act UDIN and e. CSin CS. Devendra V Deshpande Company Secretary

Topics Covered � Companies Amendment Act, 2019 � DIR 3 KYC – WEB � Active Company and addition of Directors (167) (3) � Shifting of Registered office from One ROC to Other � PAS 6 � Board report � WAY FORWARD � UDIN & e. CSin

Companies Amendment Act, 2019 � Ordinance converted to Act – 2 nd November 2018 � New provisions except CSR – 15 th August 2019 � Change of Financial Year – RD � Commencement of Business – Late fee � Physical Verification of Registered office � Prospectus need not be registered – must be filed only for IPO

Companies Amendment Act, 2019 � Demat of shares for any further issue by a specified unlisted Companies – Private and Public as well � Charges a. Creation / Modification 60 + 60. b. Satisfaction 300 � Condonation of delay process yet to be published � Section 90 amendment – Company shall take steps to find out the SBO � Fine to penalty � Decriminalisation of offenses

Companies Amendment Act, 2019 � CSR a. b. c. d. e. related changes 1 year Transfer to CSR Fund – Ongoing project – within 30 days from end of three years Other than ongoing project – within 6 months Penal provisions contain the word Fine and its with imprisonment Disaster Relief under CSR Declaration of a person as not fit and proper to be a Director

DIR 3 KYC – WEB � Simple process � DIR 3 – KYC if there are changes � DIR 6 if change of name � DIR 6 not possible if Disqualified � If earlier return is not filed then penalty 5000/- and no further KYC form required in this Financial Year

Active Company dead locks � Disqualified Directors � Addition through ROC – 167 (3) � Only 1 Director is added � Process for adding one more � Shifting of office from Pune to Mumbai / Mumbai to Pune – No ROC Report / No Order is generated – INC 23 earlier was STP now processed.

PAS 6 � 6 monthly certificate for Reconciliation of share capital of the Company � NSDL + CDSL + Physical � Demat of Directors + KMP � No demat

Board report � Annual Return Extract � UDIN – Audit Report � Audit Report format Change � Auditor Appointment – 5 years 2014 � MSME Details as per the new Rules in Financial Statements � DPT 3 filed and Financial Statements � Cost Audit related point needs to be a part of Board report

Board report � Secretarial Standards � Listed Entity A. Shares in suspense B. Details of variation of utilisation purpose of Issue C. Independent Directors

Way forward � LLP – Changes � Geo Tagging of CSR � Adjudication and cases already filed

Unique Number � Membership Number ACS / FCS � Certificate of Practice � PAN � Aadhar � Firm Identification Number � Now UDIN and e. CSin – Practicing and Employee Company Secretary

UDIN � Not for a member � It is for identifying a document � Fake Certificates and counterfeiting � There was a need since 2001 – Compliance Certificates � Limits on Number of Certifications � Secretarial Audits – 10 per PCS + 5 if peer reviewed � Annual Secretarial Compliance Certificates – 5 per PCS + 5 if Peer reviewed

History � Approved by the council in its 261 st (Special) Meeting held on June 27, 2019 � Powers conferred by clause (1) of Part II of the Second Schedule to the Company Secretaries Act, 1980 � Guidelines are framed – are being revised based on various feedbacks � UDIN platform is active and is being used by the PCS � Applicable for Certificates + Reports + Others

History Name of the Body Council Decision on Applicable from • ICAI 17 -18 th of December, 2018 • All Certificates with effect from 1 st February, 2019. • GST and Income Tax Audit with effect from 1 st April, 2019. • All Audit and Assurance Functions with effect from 1 st July, 2019 • ICSI 27 th June, 2019 1 st of October, 2019 • ICAI (Cost) 5 th of July, 2019

Certificates � Annual Return MGT 8 � Certificate for Transfer of shares under 40 (9) of LODR � Director Disqualification Certificate – LODR � Reconciliation of Share Capital – Regulation 76 earlier 55 A – For Listed Companies � FDI Certificate

Reports � Secretarial Audit – Section 204 � Secretarial Audits for material subsidiaries � Annual Secretarial Compliance Report � Internal Audit – Depository Participants � Bank Due Diligence � Internal Audit for stock broker � Labour Law Third Party Certificate � Other – Which is not listed above

Benefits � No counterfeiting � No fake Certificates � Data is prefilled in form D � No backdated certificate � Limit on the number of Certificates issued � Attestation register � Helps in peer review � E form certification � 3 rd party verification

Steps involved � Login to UDIN portal � Password on the registered email id � Document selection � Financial year selection � Details of the party to whom it is issued � Revocation in 7 days � Email of revocation � Decide the modalities from day 1

e. CSin � e. CSIN shall be generated by the Company Secretary at the time of employment as a Company Secretary, as well as at the time of demitting office in any manner (resignation / removal / retirement / disqualification).

e. CSIN Generation � Go to the designated website � Create a login id and password by entering ◦ ◦ ◦ Membership Number Phone No. Email id AADHAR Income Tax PAN � Login id would be verified through a computer application. � e. CSIN shall be a system generated random alphanumeric number. � No document shall be required to be uploaded.

Modalities � Only Members with an active membership can register. � One member can have only one active e. CSIN at any given point of time. � Members are also required to generate e. CSIN on their cessation from the Company. � Regulatory bodies and other stakeholders may verify the authenticity of e. CSIN by visiting the designated website. � No fee for registration/generation of e. CSIN. � e. CSIN shall be shared only on registered Email id of the Members or through electronic mode.

Modalities � 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 e. CSIN.

Quoting e. CSIN and Timelines � Quoting e. CSIN on the documents, certifications, attestations, documents shall be mandatory w. e. f. 1 st October, 2019.

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.

Thank You CS. Devendra V Deshpande + 91 – 9823239397 devendracs@gmail. com / devendra. deshpande@icsi. edu