February 25, 2024 | CA B K Goyal & Co LLP

MINISTRY OF CORPORATE AFFAIRSNOTIFICATIONNew Delhi, the 14th August, 2019 G.S.R. 571(E).—In exercise of the powers conferred under sub-sections (1), (2), (3), (4), (8), (9), (10) and (11)of section 125 and sub-section (6) of section 124 read with section 469 of the Companies Act, 2013 (18 of 2013), theCentral Government hereby makes the following rules, further to amend the Investor Education and Protection FundAuthority (Accounting, Audit, Transfer and Refund) Rules, 2016, namely:-¹Hkkx IIµ[k.M 3(i)º Hkkjr dk jkti=k % vlk/kj.k 211. (1) These rules may be called the Investor Education and Protection FundAuthority (Accounting, Audit, Transferand Refund)Second Amendment Rules, 2019.(2)The provisions of these rules, Other than rule 6 (i), 6 (iv), 6 (v), 6(vi), 6(vii) and 6 (viii), shall come into forcewith effect from the 20th day of August, 2019.(3) The provisions of rule 6 (i), 6 (iv), 6 (v), 6(vi), 6(vii) and 6 (viii), shall come into force with effect from the20thday of September, 2019.2. In the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016,(hereinafter referred to as the principle rules), in rule 2,-(i) in sub-rule (1), in clause (d), after the words “and includes any other entity which is required to transfer any fundto the Investor Education and Protection Fund in accordance with any Act or statute governing it” , the words “and anytransferee company in respect of the assets and liabilities of transferor company” shall be inserted ;(ii) in sub-rule (1), in clause (da), for the word “namely”, the word “including” shall be substituted ;(iii) in sub-rule (1), clause (g) shall be omitted.3. In the principal rules, in rule 3,-(i) in sub-rule (4), in clause (a), the words, brackets and letter “except clause (g)” shall be omitted; (ii) in sub-rule (4), in clause (b), in sub-clause (ii), after the words “State Government”, the words “ the CentralGovernment” shall be inserted.4. In the principal rules, in rule 5,-(i) for sub-rule (1), the following sub-rule shall be substituted, namely:-“(1) Any amount required to be credited by the companies to the Fund as provided under clauses (a) to (n) ofsub-section (2) of section 125 of the Act shall be remitted online along with a Statement in Form No. IEPF 1containing details of such transfer to the Authority within a period of thirty days of such amounts becoming dueto be credited to the Fund.” ;(ii) sub-rules (2), (3) and (4) shall be omitted ;(iii) After sub-rule (4),the following sub-rule shall be inserted, namely:-“(4A) The companies which have transferred any amount referred to in clauses (a) to (d) of sub-section (2)of section 205C of the Companies Act, 1956 (1 of 1956) to Investor Education and Protection Fund or CentralGovernment, but have not filed the statement or have filed the statement in any format other than in exceltemplate, as required under sub-rule (1) of rule 5, shall submit details mentioned in sub-rule (1) of rule 5 inForm No. IEPF – 1A along with excel template within sixty days of notification of these amended rule.”;(iv) in sub-rule (6), for clause (c), the following clause shall be substituted, namely:-“(c) The company shall maintain the record filed under sub – rule (1) in the same format along with allsupporting documents and the Authority shall have the powers to inspect such records.”;(v) for sub-rule (8), the following sub-rule shall be substituted, namely:-“(8) Every company shall within a period of sixty days after the holding of Annual General Meeting or the dateon which it should have been held as per the provisions of section 96 of the Act, whichever is earlier and everyyear thereafter till completion of the seven years period, identify the unclaimed amounts, as referred in subsection (2) of section 125 of the Act, as on the date of closure of financial year the account of which are to beadopted in the Annual General Meeting as per sub-section (1) of section 137 of the Act, separately furnish andupload on its own website and also on website of Authority or any other website as may be specified by theGovernment, a statement or information of unclaimed and unpaid amounts separately for each of the previousseven financial years through Form No. IEPF-2, containing following information, namely:-(a) the names and last known addresses of the persons entitled to receive the sum;(b) the nature of amount;(c) the amount to which each person is entitled;(d)the due date for transfer into the Investor Education and Protection Fund; and(e) such other information as may be considered necessary”.5. In the Principle rules, in rule 6-22 THE GAZETTE OF INDIA : EXTRAORDINARY [PART II—SEC. 3(i)](i) in sub-rule (1), in the first proviso, after the worlds “any dividend warrant”, the words “or any dividend amounthas been credited to bank account of the owner of such shares” shall be inserted;(ii) in sub-rule (1), after third proviso, the following Explanation shall be inserted, namely:-“Explanation.- For removal of all doubts, it is hereby clarified that all shares in respect of which dividend hasbeen transferred to Investor Education and Protection Fund on or before the 7th September 2016, shall also betransferred by the company in the name of Investor Education and Protection Fund”;(iii) for sub-rule (5) the following sub-ruleshall be substituted, namely:-“(5) While effecting such transfer, the company shall send a statement to the Authority in Form No. IEPF-4 within thirtydays of the corporate action taken under clause (c) of sub-rule (3) of rule 6 containing details of such transferand the company shall also attach a copy of the public notice published under clause (a) of sub-rule (3) of rule 6in Form No IEPF-4.”.(iv) for sub-rule (7), the following sub-rule shall be substituted, namely:-“(7)The company shall maintain all such statements filed under sub – rule (5) in the same format along with allsupporting documents and the Authority shall have the powers to inspect such records.”;(v) for sub-rule (8), the following sub-rule shall be substituted, namely:-“(8) All benefits accruing on such shares like bonus shares, split, consolidation, fraction shares and the likeexcept right issue shall also be credited to such DEMAT account [by the company which shall send

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The Companies (Share Capital Debentures) Amendment Rules, 2019

Companies Act 2013 / CA Bhuvnesh Goyal / February 25, 2024

MINISTRY OF CORPORATE AFFAIRSNOTIFICATIONNew Delhi, the 16th August, 2019 G.S.R. 574(E).—In exercise of the powers conferred by sub-sections (1) and (2) of section 469 of theCompanies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules further toamend the Companies (Share Capital and Debentures) Rules, 2014, namely: –1. (1) These rules may be called the Companies (Share Capital and Debentures) Amendment Rules, 2019.(2) They shall come into force on the date of their publication in the Official Gazette.2. In the Companies (Share Capital and Debentures) Rules, 2014, in rule 4 (hereinafter referred to as theprincipal rules), in sub-rule (1), –(i) for clause (c), the following clause shall be substituted, namely:-“(c) the voting power in respect of shares with differential rights of the company shall not exceed seventyfour per cent. of total voting power including voting power in respect of equity shares with differentialrights issued at any point of time;” ;(ii) clause (d) shall be omitted.3. In the principal rules, in rule 5, in sub-rule (3), in the Explanation, occurring at both the places, for the word“director”, the words “director or company secretary” shall be substituted.4. In the principal rules, in rule 12, in sub-rule (1), in proviso to Explanation, –(i) for the letters, figures, brackets and words “G.S.R. 180(E), dated 17th February, 2016 issued by theDepartment of Industrial Policy and Promotion” the letters, figures, brackets and words ”G.S.R.127(E), dated 19th February, 2019 issued by the Department for Promotion of Industry and InternalTrade” shall be substituted. ;4 THE GAZETTE OF INDIA : EXTRAORDINARY [PART II—SEC. 3(i)](ii) for the words “five years”, the words “ten years” shall be substituted.5. In the principal rules, in rule 18, for sub-rule (7), the following sub-rule shall be substituted, namely: –“(7) The company shall comply with the requirements with regard to Debenture Redemption Reserve (DRR)and investment or deposit of sum in respect of debentures maturing during the year ending on the 31st day ofMarch of next year, in accordance with the conditions given below:-(a) Debenture Redemption Reserve shall be created out of profits of the company available for payment ofdividend;(b) the limits with respect to adequacy of Debenture Redemption Reserve and investment or deposits, asthe case may be, shall be as under;-(i) Debenture Redemption Reserve is not required for debentures issued by All India FinancialInstitutions regulated by Reserve Bank of India and Banking Companies for both public as wellas privately placed debentures;(ii) For other Financial Institutions within the meaning of clause (72) of section 2 of the CompaniesAct, 2013, Debenture Redemption Reserve shall be as applicable to Non –Banking FinanceCompanies registered with Reserve Bank of India.(iii) For listed companies (other than All India Financial Institutions and Banking Companies asspecified in sub-clause (i)), Debenture Redemption Reserve is not required in the followingcases –(A) in case of public issue of debentures –A. for NBFCs registered with Reserve Bank of India under section 45-IA of the RBI Act,1934 and for Housing Finance Companies registered with National Housing Bank;B. for other listed companies;(B) in case of privately placed debentures, for companies specified in sub-items A and B.(iv) for unlisted companies, (other than All India Financial Institutions and Banking Companiesas specified in sub-clause (i)) –(A) for NBFCs registered with RBI under section 45-IA of the Reserve Bank of India Act, 1934 andfor Housing Finance Companies registered with National Housing Bank, Debenture RedemptionReserve is not required in case of privately placed debentures.(B) for other unlisted companies, the adequacy of Debenture Redemption Reserve shall be tenpercent. of the value of the outstanding debentures;(v) In case a company is covered in item (A) or item (B) of sub-clause (iii) of clause (b) oritem (B) of sub-clause (iv) of clause (b), it shall on or before the 30th day of April in eachyear, in respect of debentures issued by a company covered in item (A) or item (B) of subclause (iii) of clause (b) or item (B) of sub-clause (iv) of clause (b), invest or deposit, as thecase may be, a sum which shall not be less than fifteen per cent., of the amount of itsdebentures maturing during the year, ending on the 31st day of March of the next year inany one or more methods of investments or deposits as provided in sub-clause (vi):Provided that the amount remaining invested or deposited, as the case may be, shall not at any timefall below fifteen percent. of the amount of the debentures maturing during the year ending on 31st dayof March of that year.(vi) for the purpose of sub-clause (v), the methods of deposits or investments, as the case may be, areas follows:—(A) in deposits with any scheduled bank, free from any charge or lien;(B) in unencumbered securities of the Central Government or any State Government;(C) in unencumbered securities mentioned in sub-clause (a) to (d) and (ee) of section 20 of theIndian Trusts Act, 1882;(D) in unencumbered bonds issued by any other company which is notified under sub-clause(f) of section 20 of the Indian Trusts Act, 1882:¹Hkkx IIµ[k.M 3(i)º Hkkjr dk jkti=k % vlk/kj.k 5Provided that the amount invested or deposited as above shall not be used for any purposeother than for redemption of debentures maturing during the year referred above.(c) in case of partly convertible debentures, Debenture Redemption Reserve shall be created in respect ofnon-convertible portion of debenture issue in accordance with this sub-rule.(d) the amount credited to Debenture Redemption Reserve shall not be utilized by the company except forthe purpose of redemption of debentures.“ [F. No. 01/04/2013-CL-V- Part-III]K.V.R. MURTY, Jt. Secy Practice area’s of B K Goyal & Co LLP Income Tax Return Filing | Income Tax Appeal | Income Tax Notice | GST Registration | GST Return Filing | FSSAI Registration | Company Registration | Company Audit | Company Annual Compliance | Income Tax Audit | Nidhi Company Registration| LLP Registration | Accounting in India | NGO Registration | NGO Audit | ESG | BRSR | Private Security Agency | Udyam Registration | Trademark Registration | Copyright Registration | Patent Registration | Import Export Code | Forensic Accounting and

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Notification sub-section (2) of section 1 of the Insolvency and Bankruptcy Code (Amendment) Act, 2019 (26 of 2019)

Companies Act 2013 / CA Bhuvnesh Goyal / February 25, 2024

Notification sub-section (2) of section 1 of the Insolvency and Bankruptcy Code (Amendment) Act, 2019 (26 of 2019) Read More »

Special court the notification Dated 28.08.2019

Companies Act 2013 / CA Bhuvnesh Goyal / February 25, 2024

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S.O. 1796(E), dated, the 18th May, 2016, published in the Gazette of India, Extraordinary, Part II, Section 3,Sub-section (ii)

Companies Act 2013 / CA Bhuvnesh Goyal / February 25, 2024

S.O. 1796(E), dated, the 18th May, 2016, published in the Gazette of India, Extraordinary, Part II, Section 3,Sub-section (ii) Read More »