MCA amends Strike-off Rules to bring more clarity on filing of overdue financials before applying for Striking-off
MCA has notified Companies (Removal of Names of Companies from the Register of Companies) Second Amendment Rules, 2023 on 10-May-23 by bringing in more clarity on the filing requirements of overdue financials before applying for strike-off.
As per the amended norms, the Company cannot file a strike-off application unless it has filed overdue financial statements under Section 137 and overdue annual returns under Section 92, up to the end of the financial year in which the company ceased to carry out its business operations.
Previously, the MCA, vide the amendment introducing the Centre for Processing Accelerated Corporate Exit on 17-Apr-23, had removed the requirement for filing up-to-date financial results and annual returns. However, this requirement has now been reintroduced vide this amended notification.
The Companies (Compromises, Arrangements and Amalgamations) Amendment Rules, 2023
The Ministry of Corporate Affairs (MCA) vide its notification dated May 15, 2023 has notified “the Companies (Compromises, Arrangements and Amalgamations) Amendment Rules, 2023” which shall come into force with effect from June 15, 2023. According to the amendment, rule 25(5) and (6) are substituted. As per the amendment, where no objection or suggestion is received within a period of 30 days of receipt of copy of scheme under section 233(2), from the RoC/official liquidator and the Central Government is of opinion that that the scheme is in public interest then, it may, within a period of 15 days after the expiry of 30 days, issue a confirmation order of such scheme in Form No. CAA-12. However, if Central Government not issue the confirmation order within a period of 60 days of receipt of the scheme under section 233(2), then, it shall be deemed that it has no objection to the scheme and a confirmation order shall be issued accordingly. Further, where objections and suggestions are received within a period of 30 days of receipt of order under section 233(2) from the RoC/Official Liquidator(OL) or both by Central Government(CG) and- a) such objections or suggestions of RoC/OL are not sustainable and CG is of opinion that scheme is in public interest/creditors’ interest, then, it may issue confirmation order in form No. CAA-12. b) the CG is of opinion that the scheme is not in public interest/creditors interest, then, it may, file an application before the Tribunal in Form No. CAA-13 by stating its objections/opinion and requesting Tribunal may consider the scheme. In case CG does not issue confirmation order or does not file any application to the Tribunal, then, it shall be deemed that it has no objection to the scheme and a conformation order shall be issued accordingly.
SEBI vide Circular No. SEBI/HO/ DDHS/DDHS_Div1/P/CIR/2023/64 dated 03-May-23. SEBI introduced Legal Entity Identifier (LEI) system for issuers that have listed or planning to list non-convertible securities, securitised debt instruments and security receipts. LEI, a unique global identifier for legal entities participating in financial transactions, is designed to create a global reference data system that uniquely identifies every legal entity, in any jurisdiction, that is party to a financial transaction. It is a unique 20-character code to identify legally distinct entities that engage in financial transactions. Presently, Reserve Bank of India (RBI) mandates non-individual borrowers having aggregate exposure of above Rs 25 crore to obtain LEI code. In view of this, SEBI said that issuers having outstanding listed non-convertible securities as on 31-Aug-23 will have to obtain and report the LEI code in the centralised database of corporate bonds by 01-Sept-23 according to a circular.
This Circular shall come into force with immediate effect. It is available at: https://www.sebi.gov.in/legal/circulars/may-2023/introduction-of-legal-entity-identifier-lei-for-issuers-who-have-listed-and-or-propose-to-list-non-convertible-securities-securitised-debt-instruments-and-security-receipts_70875.html
As per Regulation 7(4) of the SEBI (Listing Obligations and Disclosure Requirements), 2015, whenever there is a change or appointment of a new share transfer agent, the listed entity shall enter into a tripartite agreement between the existing share transfer agent, the new share transfer agent, and the listed entity, in the manner as specified by the Board from time to time.
With reference to this provision, SEBI, vide Circular No. SEBI/HO/MIRSD/MIRSD-PoD- 1/P/CIR/2023/79 dated 25-May-23 has provided for a model Tripartite Agreement in consultation with Registrar Association of India (RAIN) and some other issuer companies.
RTAs and listed companies are advised to:
Publish the format of tripartite agreement on their respective websites Comply with the conditions laid down in the Circular Make necessary amendments to the relevant bye-laws, rules, and regulations, and operational instructions, as the case may be, for the implementation of the above Circular
The Circular and the format of the Agreement are available at the link provided below:
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