COMPANY LAW AMENDMENTS PART 3 - CS EXECUTIVE 2023

Lesson No.6 - Distribution of Profits – Dividend Amendment No.8 The Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2021 (Dated June 09, 2021) Insertion of a new clause (fa) in Rule 3 sub-rule 2 of IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016. ● In addition to the existing amounts which shall be credited to the Investor Education Protection Fund, a new clause (fa) is inserted in Rule 3 sub-rule 2 of IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016, which states that all shares held by the Authority in accordance with proviso of Section 90(9) of the Act and all the resultant benefits arising out of such shares, without any restrictions shall also be credited to the fund. ● Section 90(9) of the Companies Act, 2013 Register of significant beneficial owners in a company

Lesson No.7 - Corporate Social Responsibility Amendment No.9 General Circular (Dated 5th May, 2021) ➢ The Ministry of Corporate Affairs clarified that spending of CSR funds for COVID-19 is an eligible CSR activity, it is further clarified that spending of CSR funds for ● Creating health infrastructure for COVID care’, ● Establishment of medical oxygen generation and storage plants’, ● Manufacturing and supply of Oxygen concentrators, ventilators, cylinders and other medical equipment for counteringCOVID-19’ or similar such activities are eligible CSR activities under item nos. (i) and (xii) of Schedule VII of the Companies Act, 2013 relating to promotion of health care, including preventive health care, and disaster management respectively. ➢ Item no. (ix) of Schedule VII of the Companies Act, 2013 which permits contribution to specified research and development projects as well as contribution to public funded universities and certain Organisations engaged in conducting research in science, technology, engineering, and medicine as eligible CSR activities. ➢ The companies including Government companies may undertake the activities or projects or programmes using CSR funds, directly by themselves or in collaboration as shared responsibility with other companies. ❖ General Circular (Dated 30th July, 2021) The Ministry of Corporate Affairs further clarified that spending of CSR funds of COVID- 19 vaccination for persons other than the employees and their families, is an eligible CSR activity. ❖ General Circular (Dated 26th July, 2022) The Ministry of Corporate Affairs has issued clarification on spending of CSR funds for activities related to Har Ghar Trianga like mass scale production and supply of the National Flag, outreach and amplification efforts and other related activities will be eligible as CSR activities

Amendment No.10

The Companies (Accounts) Amendment Rules, 2022 (Dated 11th February, 2022)

By means of this amendment, the MCA has introduced form CSR-2, which is required to be filed by those entities which fall under the provisions of Section 135 of the Companies Act, 2013 as an addendum to Form AOC-4 or AOC-4 XBRL or AOC-4 NBFC (Ind AS), as the case may be.

It was provided that for the preceding F.Y. (2020-21), form CSR-2 shall be filed on or before 31st March 2022, after filing form AOC-4.

Amendment No.11

The Companies (Corporate Social Responsibility Policy) Amendment Rules, 2022 (Dated 20th September, 2022)

1. According to the amendment the proviso to rule 3(1) has been inserted stating that, a company having any amount in its Unspent Corporate Social Responsibility Account as per section 135(6) shall constitute a CSR Committee and comply with the provisions contained in sub -sections (2) to (6) of the said section.

2. Sub-rule (2) is omitted.

3. In case of CSR implementation, the Board shall ensure that the CSR activities are undertaken by the company itself or through a company established under section 8 of the Act, or a registered public trust or a registered society, exempted under section 10 or registered under section 12A and approved under 80 G of the Income Tax Act, 1961, established by the company, either singly or along with any other company; or a company as mentioned above is having an established track record of at least three years in undertaking similar activities.

4. The Amendment provides that the cost of social impact assessments, which can be considered as CSR spending, cannot be greater than 2% of all CSR expenditures for the applicable financial year or Rupees 50 lakh, whichever is higher.

5. The Amendment also provides for a new format for the annual report on CSR activities.