1. Recent Amendments in Companies Act UDIN and eCSin
CS. Devendra V Deshpande
Company Secretary

2. 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 & eCSin

3. Companies Amendment Act, 2019
Ordinance converted to Act – 2nd November 2018
New provisions except CSR – 15th 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

4. Companies Amendment Act, 2019
Demat of shares for any further issue by a specified unlisted Companies – Private and Public as well
Charges
Creation / Modification
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

5. Companies Amendment Act, 2019
CSR 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

6. 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

7. 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.

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

9. Board report Annual Return Extract UDIN – Audit Report
Audit Report format Change
Auditor Appointment – 5 years
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

10. Board report Secretarial Standards Listed Entity Shares in suspense
Details of variation of utilisation purpose of Issue
Independent Directors

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

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

13. 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

14. History
Approved by the council in its 261st (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

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

16. 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 55A – For Listed Companies
FDI Certificate

17. 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

18. 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
3rd party verification

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

20. eCSin
eCSIN 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).

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

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

23. 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 eCSIN.

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

25. Consequences of violation
Any non-compliance with these Guidelines shall render the members liable for action under the Company Secretaries Act, read with First Schedule and Second Schedule to the Company Secretaries Act, 1980.

26. Thank You CS. Devendra V Deshpande + 91 – 9823239397/