CA Inter Law Amendments for May 2023

By CA Shivangi Agrawal
EDU91 | www.Edu91.org
Note: No Amendments in Other Laws

Companies Act, 2013

Section Topic Name Provision
Chapter I- Preliminary
Rule 2 of Companies Old Limit: 2 Crore and 20 Crore for PUC and Turnover
Section Definition of (Specification of respectively
2(85) Small Company definition details),
Rules 2014 New Limit: 4 Crore and 40 Crore for PUC and Turnover
respectively

Chapter II Incorporation of Company and Matters Incidental thereto

Amendments given in Amendment file are old and covered earlier

Chapter III Prospectus and Allotment of Securities

New Proviso: No Private Placement offer to
countries sharing Land Border.

Rule 14 of “Provided also that no offer or invitation of any

Companies securities under this rule shall be made to a body
Private (Prospectus and corporate incorporated in, or a national of, a country
Section 42 which shares a land border with India,
Placement Allotment of
Securities) Rules, unless such body corporate or the national, as the case
2014 may be, 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.”.

Chapter IV Share Capital and Debentures

No Amendments

Chapter V Deposits
Auditor to confirm Compliance: Every company to
which these rules apply, shall on or before the 30th day
Rule 16 of of June, of every year, file with the Registrar, a return in
Companies Form DPT-3 along with the fee as provided in
Filing of Return Companies (Registration Offices and Fees) Rules, 2014
(Acceptance of
of Deposits and furnish the information contained therein as on the
Deposits) Rules
2014 31st day of March of that year duly audited by the
auditor of the company and a declaration to that
effect shall be submitted by the auditor in Form DPT-
3.
Chapter VI Registration of Charges
New Sub Rule 5 inserted
Nothing contained in this rule shall apply to any charge
Registration of Rule 3 of Companies required to be created or modified
creation or (Registration of by a banking company under section 77 in favour of the
Section 77
Modification of Charges) Rules, Reserve Bank of India when any loan
Charge 2014 or advance has been made to it under sub-clause (d) of
clause (4) of section 17 of the Reserve
Bank of India Act, 1934.”
Insertion of New Rule: Signing of charge e-forms
Rule 13 of
Registration of
Companies The Form No.CHG-1, CHG-4, CHG-8 and CHG-9 shall be
creation or
Section 77 (Registration of signed by Insolvency resolution professional or
Modification of
Charges) Rules, resolution professional or liquidator for companies
Charge
2014 under resolution or liquidation, as the case may be and
filed with the Registrar.

Chapter VII Management and Administration

Insertion of New Sub Rule: Personal Details now not
available for Inspection

The following particulars of the register or index or

Rule 14 of
return in respect of the members of a company shall not
Inspection of Companies
be made available for any inspection or for taking
Section 94 Register of (Management and
extracts or copies under section 94, namely:
Members Administration)
(i) address or registered address (in case of a body
Rules, 2014
corporate);
(ii) e-mail ID
(iii) Unique Identification Number
(iv) PAN Number

Chapter VIII Declaration and Payment of Dividend

Amendments given in Amendment file are old and covered earlier

Chapter IX Accounts of Companies

Amendments given in Amendment file as under are old and covered earlier :
Old Amendments:
General Circular dated 5th May 2021: Spending for Covid covered under CSR
General Circular dated 30th July 2021: Vaccination also eligible CSR
Notification dated 11th Feb 2022: Report on CSR
Notification dated 31st March 2022: Audit trail feature in Accounting software mandatory from 1st April
2023
 New Amendments:

Har Ghar Tiranga to be part of CSR: Spending of CSR

funds for the activities related to Har Ghar Tiranga
Clarification on
Corporate Social campaign, such as mass scale production and supply of
Section 135 spending of CSR
Responsibility the National Flag, outreach and amplification efforts and
Funds
other related activities, are eligible CSR activities under
item no. (ii) of Schedule VII of the Companies Act, 2013
pertaining to promotion of education relating to culture.

New Proviso Inserted- Establishment of a CSR

Rule 3 of committee for unspent CSR amount: Provided further
Companies that a company having any amount in its Unspent
(Corporate Formation of CSR Corporate Social Responsibility Account shall constitute
Section 135 Social Committee and a CSR Committee and comply with the provisions
Responsibility compliances contained in sub-sections (2) to (6) of section 135.
Policy) Rules
2014 Rule 3(2) Omitted: No relaxation now given to
companies to not form a CSR committee if they no
longer satisfy the required criteria as provided earlier.

Substitution of Rule 4: The Board shall ensure that the

CSR activities are undertaken by the company itself or
through, –
(a) a company established under section 8 of the Act, or
a registered public trust or a registered society,
exempted under sub-clauses (iv), (v), (vi) or (via) of
Rule 4 of clause (23C) of section 10 or registered under section
Companies 12A and approved under 80 G of the Income Tax Act,
(Corporate 1961, established by the company, either singly or along
Social CSR Implementation with any other company; or
Responsibility (b) a company established under section 8 of the Act or
Section 135 a registered trust or a registered society, established by
Policy) Rules
2014 the Central Government or State Government; or
(c) any entity established under an Act of Parliament or
a State legislature; or
(d) a company established under section 8 of the Act, or
a registered public trust or a registered society,
exempted under sub-clauses (iv), (v), (vi) or (via) of
clause (23C) of section 10 or registered under section
12A and approved under 80 G of the Income Tax Act,
1961, and having an established track record of at least
three years in undertaking similar activities.
 Rule 8 of Amount spent for Impact Assessment that can be
Companies booked or considered as CSR:
(Corporate Old Law: Not exceed lower of 5% of the total CSR or 50
Section 135 Social CSR Reporting Lakhs
Responsibility
Policy) Rules New Law: Not exceed Higher of 2% of the total CSR or
2014 50 Lakhs

Rule 12 of
Filing CSR-2 for Financial Year 2020-21to be done
Companies Filing of Report on
Section 137 separately after filing other forms like AOC-4:
(Accounts) CSR with Financials
Old Law: On or before 31st May 2022
Rules, 2014
New Law: On or before 31st March 2023
Sub Rule 1: The books of account and other relevant
books and papers maintained in electronic mode shall
remain accessible in India at all times
Rule 3 of
Manner of Books of Sub Rule 5: The back-up, if any, shall be kept in servers
Companies
Section 128 Account in physically located in India on a daily basis.
(Accounts)
Electronic Mode Sub Rule 6: New Clause (e) inserted- where the
Rules, 2014
service provider is located outside India, the name and
address of the person in control of the books of account
and other books and papers in India.
Chapter X Audit and Auditors
No Amendments