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Recent Amendments in Companies Act UDIN and eCSin

This article discusses the recent amendments in the Companies Act, including the introduction of UDIN and eCSin in the role of Company Secretaries. Topics covered include Companies Amendment Act, 2019, DIR 3 KYC – WEB, active company and addition of directors, shifting of registered office, PAS 6, board report, and more.

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Recent Amendments in Companies Act UDIN and eCSin

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  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 60 + 60. • 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 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

  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

  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 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

  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. • Email 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 Email 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, 1980 read with First Schedule and Second Schedule to the Company Secretaries Act, 1980.

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

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