February 9, 2024 | CA B K Goyal & Co LLP

The Companies (Corporate SocialResponsibility Policy) Amendment Rules, 2022

Companies Act 2013 / CA Bhuvnesh Goyal / February 9, 2024

MINISTRY OF CORPORATE AFFAIRSNOTIFICATIONNew Delhi, the 20th September, 2022 G.S.R. 715(E).— In exercise of the powers conferred under section 135 and sub-sections (1) and (2) ofsection 469 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rulesfurther to amend the Companies (Corporate Social Responsibility Policy) Rules, 2014, namely:-1. Short title and commencement. – (1) These rules may be called the Companies (Corporate SocialResponsibility Policy) Amendment Rules, 2022.(2) They shall come into force on the date of their publication in the Official Gazette.2. In the Companies (Corporate Social Responsibility Policy) Rules, 2014 (hereinafter referred to as the said rules),in rule 3, –(i) in sub-rule (1), after the proviso, the following proviso shall be inserted, namely: –“Provided further that a company having any amount in its Unspent Corporate Social ResponsibilityAccount as per sub-section (6) of section 135 shall constitute a CSR Committee and comply with theprovisions contained in sub-sections (2) to (6) of the said section.”;(ii)sub-rule (2) shall be omitted.3. In the said rules, in rule 4, for sub-rule (1), the following sub-rule shall be substituted, namely: –‘(1) 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 clause (23C) of section 10 or registered under section 12Aand approved under 80 G of the Income Tax Act, 1961 (43 of 1961), established by the company, either singly oralong with any other company; or(b) a company established under section 8 of the Act or a registered trust or a registered society, established bythe 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 12Aand approved under 80 G of the Income Tax Act, 1961, and having an established track record of at least threeyears in undertaking similar activities.Explanation.- For the purpose of clause (c), the term “entity” shall mean a statutory body constituted under anAct of Parliament or State legislature to undertake activities covered in Schedule VII of the Act.’.4. In the said rules, in rule 8, in sub-rule (3), in clause (c),-(i) for the words “five percent”, the words “two per cent.” shall be substituted;(ii) for the words “whichever is less”, the words “whichever is higher” shall be substituted.5. In the said rules, for Annexure-II, the following Annexure shall be substituted, namely:-“ANNEXURE -IIFORMAT FOR THE ANNUAL REPORT ON CSR ACTIVITIES TO BE INCLUDED IN THE BOARD’S REPORTFOR FINANCIAL YEAR COMMENCING ON OR AFTER THE 1ST DAY OF APRIL, 20201. Brief outline on CSRPolicy of the Company:2. Composition of CSR Committee: Sl.No.Name ofDirectorDesignation/ Nature ofDirectorshipNumber of meetings of CSR Committeeheld during the yearNumber of meetings of CSRCommittee attended during theyear[भाग II—खण् ड 3(i)] भारत का रािपत्र : असाधारण 73. Provide the web-link(s) where Composition of CSR Committee, CSR Policy andCSR Projects approved by the board are disclosed on the website of thecompany.4. Provide the executive summary along with web-link(s) of Impact Assessment ofCSR Projects carried out in pursuance of sub-rule (3) of rule 8, if applicable. 5.(a) Average net profit of the company as per sub-section (5) of section 135.(b) Two percent of average net profit of the company as per sub-section (5) ofsection 135.(c) Surplus arising out of the CSR Projects or programmes or activities of theprevious financial years.(d) Amount required to be set-off for the financial year, if any.(e) Total CSR obligation for the financial year [(b)+(c)-(d)].6. (a) Amount spent on CSR Projects (both Ongoing Project and otherthan Ongoing Project).(b) Amount spent in Administrative Overheads.(c) Amount spent on Impact Assessment, if applicable.(d) Total amount spent for the Financial Year [(a)+(b)+(c)].(e) CSR amount spent or unspent for the Financial Year:Total AmountSpent for theFinancial Year.(in Rs.)Amount Unspent (in Rs.)Total Amount transferred toUnspent CSR Account as per subsection (6) of section 135.Amount transferred to any fund specified underSchedule VII as per second proviso to sub-section (5)of section 135.Amount. Date of transfer. Name of the Fund Amount. Date of transfer. (f) Excess amount for set-off, if any:Sl. No. Particular Amount(in Rs.)(1) (2) (3)(i) Two percent of average net profit of the company as per sub-section (5) of section135(ii) Total amount spent for the Financial Year(iii) Excess amount spent for the Financial Year [(ii)-(i)](iv) Surplus arising out of the CSR projects or programmes or activities of the previousFinancial Years, if any(v) Amount available for set off in succeeding Financial Years [(iii)-(iv)] 8 THE GAZETTE OF INDIA : EXTRAORDINARY [PART II—SEC. 3(i)]7. Details of Unspent Corporate Social Responsibility amount for the preceding three Financial Years:1 2 3 4 5 6 7 8Sl.No.PrecedingFinancialYear(s)Amounttransferred toUnspent CSRAccountunder subsection (6) ofsection 135(in Rs.)BalanceAmount inUnspentCSRAccountunder subsection (6) ofsection 135(in Rs.)AmountSpent intheFinancialYear (inRs)Amount transferred to aFund as specified underSchedule VII as persecond proviso to subsection (5) of section 135,if anyAmountremaining to bespent insucceedingFinancial Years(in Rs)Deficiency, ifanyAmount(in Rs)Date ofTransfer1FY-12FY-23FY-38. Whether any capital assets have been created or acquired through Corporate Social Responsibility amountspent in the Financial Year:Yes NoIf Yes, enter the number of Capital assets created/ acquiredFurnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibilityamount spent in the Financial Year:Sl.No.Shortparticulars ofthe property orasset(s)[includingcompleteaddress andlocation of theproperty]Pincode ofthepropertyor asset(s)Date ofcreationAmountof CSRamountspentDetails of entity/ Authority/beneficiary of the registered owner(1) (2) (3) (4) (5) (6)CSRRegistrationNumber, ifapplicableName Registeredaddress(All the fields should be captured as appearing in the revenue record, flat no, house no, MunicipalOffice/Municipal Corporation/ Gram panchayat are to be specified and also the area of the immovableproperty as well as boundaries) 9. Specify the reason(s), if the company has failed tospend two per cent of the average net profit as per subsection (5) of section 135.[भाग II—खण् ड 3(i)] भारत का रािपत्र : असाधारण 9Sd/-(Chief Executive Officer orManaging Director or Director).Sd/-(Chairman CSR Committee).Sd/-[Person specified under clause

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The Companies (Registered Valuers andValuation) Amendment Rules, 2022

Companies Act 2013 / CA Bhuvnesh Goyal / February 9, 2024

MINISTRY OF CORPORATE AFFAIRSNOTIFICATIONNew Delhi, the 21st November, 2022 G.S.R. 831(E).—In exercise of the powers conferred by section 247 read with sections 458,459 and 469 ofthe Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules further to amend theCompanies (Registered Valuers and Valuation) Rules, 2017, namely:-1. Short title and commencement. – (1) These rules may be called the Companies (Registered Valuers andValuation) Amendment Rules, 2022.(2) They shall come into force on the date of their publication in the Official Gazette.2. In the Companies (Registered Valuers and Valuation) Rules, 2017 (hereafter referred to as the said rules), in rule 3,in sub-rule (2),-(i) in clause (c), for the word “ineligible”, the word “eligible” shall be substituted;(ii) after clause (e), the following clause shall be inserted, namely:-“(f) it is not a member of a registered valuers organisation:Provided that it shall not be a member of more than one such registered valuers organisation at a given point of time:Provided further that the partnership entity or company, already registered as valuers, on the date of commencementof the Companies (Registered Valuers and Valuation) Amendment Rules, 2022, shall comply within six months ofsuch commencement with the conditions specified under this clause.”.3. In the said rules, after rule 7, the following rule shall be inserted, namely:-“7A. Intimation of changes in personal details etc., by registered valuer to authority. – A registered valuer shallintimate the authority for change in the personal details, or any modification in the composition of partners or4 THE GAZETTE OF INDIA : EXTRAORDINARY [PART II—SEC. 3(i)]directors, or any modification in any clause of the partnership agreement or Memorandum of Association, which mayaffect registration of registered valuer, after paying fee as per the Table -I in Annexure V.”.4. In the said rules, in rule 8, in the proviso, in clause (a), for the word, “standards;”, the words, “standards; or” shallbe substituted.5. In the said rules, after rule 14, the following rule shall be inserted, namely:-“14A. Intimation of changes in composition of governing board, etc. by the registered valuers organisations to theauthority.- A registered valuers organisation shall intimate the authority for change in composition of its governingboard, or its committees or appellate panel, or other details, after payment of fee as per the Table II in Annexure V.”.6. In the said rules, in Annexure-III, in Part II, in serial number XI, relating to SURRENDER OF MEMBERSHIPAND EXPULSION FROM MEMBERSHIP, in clause 26, in sub-clause (1), in item (b), the following Explanationshall be inserted, namely:-“Explanation.- For the removal of doubts, it is hereby clarified that a member functioning as a whole time director inthe company registered as valuer shall not be treated as taking up employment for the purpose of this provision.”.7. In the said rules, in Annexure IV, the existing Note shall be numbered as Note 1 thereof, and after the Note 1, asso numbered, the following Note shall be inserted, namely:-“Note 2: In case of asset classes namely, the „plant and machinery‟ and „land and building‟, the correspondingrelevant nomenclature for the branches of the engineering and technology of graduate and post-graduate coursesreferred to in the notification number F. No. 27/RIFD/Pay/01/2017-18, dated the 28th April, 2017, issued by the AllIndia Council for Technical Education, shall also be considered.”.8. In the said rules, after Annexure-IV, the following Annexure shall be inserted, namely:-“ANNEXURE-V(See rule 7A and 14A)TABLE-I(Fees to be paid to the authority for change in details of a registered valuer):Sl.No. Particulars of Change Fee (in rupees.)*(1) (2) (3)Individual(i)Entity(ii)1. Communication details like Name, Address, e-mail etc,. 250/- 500/-2. Transfer of membership of Registered Valuers Organisation. 500/- 1,000/-3. Change in composition of Board of Directors, or partners, in thecompany or partnership entity, as the case may be.Nil 2,000/-4. Change in Memorandum of Association of company or partnershipagreement of the partnership entity, as the case may be.Nil 2,000/-5. Any other details 250/- 500/-* plus Goods and Services Tax/other taxes as may be applicable.TABLE-II[Fees to be paid to the authority for change in details of a registered valuers organisation (RVO)]:SlNo.(1)Particulars of change(2)Fee (in rupees)*(3)1. Composition of Governing Board of an RVO 5,000/-2. Chief Executive Officer/ Managing Director of an RVO 2,000/-[भाग II—खण् ड 3(i)] भारत का राजपत्र : ऄसाधारण 53. Name of an RVO 10,000/-4. Registered Office address of an RVO 2,000/-* plus Goods and Services Tax/other taxes as may be applicable.”. [F. No. F.No.1/27/2013-CL-V(Part)]]MANOJ PANDEY, Jt. Secy. 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The Companies (Incorporation) Amendment Rules, 2023

Companies Act 2013 / CA Bhuvnesh Goyal / February 9, 2024

MINISTRY OF CORPORATE AFFAIRSNOTIFICATIONNew Delhi, the 19th January, 2023 G.S.R. 42(E).—In exercise of the powers conferred under section 3, section 4, sub-sections (5) and (6) of section 5,section 6, sub-sections (1) and (2) of section 7, sub-sections (1) and (2) of section 8, clauses (a) and (b) of sub-section (1) of section11, sub-sections (2), (3), (4), (5) and (9) of section 12, sub-sections (3), (4) and proviso to sub-section (5) of section 13, sub-section (2)of section 14, sub-section (1) of section 17, sub-sections (1) and (2) of section 20 read with sub-sections (1) and (2) of section 469 ofthe Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules further to amend the Companies(Incorporation) Rules, 2014, namely:-1. Short title and commencement.- (1) These rules may be called the Companies (Incorporation) Amendment Rules, 2023.(2) They shall come into force with effect from 23rd January 2023.2. In the Companies (Incorporation) Rules, 2014 (hereinafter referred to as the said rules) in rule 4,-(i) for sub-rule (2), the following sub-rule shall be substituted, namely:-“(2) The name of the person nominated under sub-rule (1) shall be mentioned in the memorandum of One Person Company and suchnomination details along with consent of such nominee shall be filled in Form No. INC-32 (SPICe+) as a declaration and the saidForm alongwith fee as provided in the Companies (Registration offices and fees) Rules, 2014 shall be filed with the Registrar at thetime of incorporation of the company along with its e-memorandum and e-articles.”;(ii) in proviso to sub-rule (3), for the words, letters and figure, “in Form No. INC.3” the words, letters and figure, “which shall be filedin form of a declaration in Form no. INC.4.” shall be substituted;(iii) in sub-rule (4), for the words, letters and figure, “in Form No. INC.3”, the words, letters and figure, “in form of a declaration inForm No. INC-4” shall be substituted;(iv) in sub-rule (5), for the words, letters and figure, “prior consent of such another person in Form No. INC-3”, the words, letters andfigure, “consent of such another person and his declaration shall be filed in Form No. INC-4” shall be substituted;(v) in proviso to sub-rule (5), for the words, letters and figure, “written consent of the new nominee in Form No. INC-3” the words,letters and figure, “particulars of consent of new nominee in form of a declaration in Form No. INC-4” shall be substituted;(vi) in sub-rule (6), for the words, letters and figure, “prior written consent of the person so nominated in Form No. INC-3” the words,letters and figure, “particulars of consent of the person so nominated in form of declaration in Form No. INC-4” shall be substituted;3. In rule 6 of the said rules,-(i) for sub-rule (3), the following sub-rule shall be substituted, namely:-“(3) The company shall file an application in e-Form No. INC-6 for its conversion into Private or Public Company, other than undersection 8 of the Act, alongwith fees as provided in the Companies (Registration Offices and Fees) Rules, 2014 with altered e-MOAand e-AOA.”;(ii) for sub-rule (4), the following sub-rule shall be substituted, namely:-“(4) On being satisfied that the requirements have been complied with, the Registrar after examining the latest audited financialstatement shall approve the form and issue certificate.”;4. In rule 7 of the said rules,-(i) for sub-rule (4), the following sub-rule shall be substituted, namely:-“(4) The company shall file an application in e-Form No. INC-6 for its conversion into One Person Company alongwith fees asprovided in the Companies (Registration Offices and Fees) Rules, 2014 by attaching the following details or documents, namely:-[भाग II—खण् ड 3(i)] भारत का रािपत्र : असाधारण 163(i) altered e-MOA and e-AOA;(ii) copy of NOC of every creditors with the application for conversion;(iii) affidavit of directors confirming that all the members of the company have given their consent for conversion.”;(ii) for sub-rule (5), the following sub-rule shall be substituted, namely:-“(5) On being satisfied that the requirements stated herein have been complied with, the Registrar after examining the latest auditedfinancial statement shall approve the form and issue certificate.”;5. in rule 19 of the said rules,-(i) in sub-rule (3),-(a) in sub-clause (b), the words, letters and figures, “in Form No. INC.14”, shall be omitted;(b) in sub-clause (d), the words, letters and figures, “in Form No. INC-15”, shall be omitted;6. in rule 20 of the said rules,-(i) for sub-rule (2), the following sub-rule shall be substituted, namely:-“(2) The application under sub-rule (1), shall be accompanied by the following details and documents, namely:-(a) the e-Memorandum of Association and e-Article of Association of the company;(b) the declaration by an Advocate, a Chartered Accountant, Cost Accountant or Company Secretary in Practice, that thememorandum and articles of association have been drawn up in conformity with the provisions of section 8 of the Act andrules made thereunder and that all the requirements of the Act and the rules made thereunder or supplemental thereto havebeen complied with;(c) a statement showing in detail the assets (with the values thereof), and the liabilities of the company, as on the date of theapplication or within thirty days preceding that date;(d) the certified copy of the resolution passed in general or board meetings approving registration of the company under section 8of the Act; and(e) a declaration by each of the persons making the application.”;(ii) for sub-rule (5), the following sub-rule shall be substituted, namely:-“(5) The Registrar shall after considering two years financial statements immediately preceding the date of application or when thecompany has functioned only for one financial year, for such year including Board’s reports and audit reports, relating to the existingcompanies, and after considering objections, if any received by it within thirty days from the date of publication of notice, and afterconsulting any authority, regulatory body, Department or Ministry of Central Government or the State Government(s), as it may, in itsdiscretion, decide whether the license should or should not be granted.”;7. in rule 21of the said rules, for sub-rule (4), the following sub-rule shall be substituted, namely:-“(4) An intimation alongwith copy of the application with annexures as filed in Form no.

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