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Recent Amendments in Companies Act UDIN and eCSin
CS. Devendra V Deshpande Company Secretary
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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
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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
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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
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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
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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
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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.
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PAS 6 6 monthly certificate for Reconciliation of share capital of the Company NSDL + CDSL + Physical Demat of Directors + KMP No demat
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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
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Board report Secretarial Standards Listed Entity Shares in suspense
Details of variation of utilisation purpose of Issue Independent Directors
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Way forward LLP – Changes Geo Tagging of CSR
Adjudication and cases already filed
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Unique Number Membership Number ACS / FCS Certificate of Practice PAN
Aadhar Firm Identification Number Now UDIN and eCSin – Practicing and Employee Company Secretary
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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
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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
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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
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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
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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
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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
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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
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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).
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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.
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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.
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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.
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Quoting eCSIN and Timelines
Quoting eCSIN on the documents, certifications, attestations, documents shall be mandatory w.e.f. 1st October, 2019.
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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.
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Thank You CS. Devendra V Deshpande + 91 – 9823239397
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