Keeping in view the requirements for Statutory compliances by companies under the Companies Act,2013, and to enable compliance by such Resolution Professionals, it is clarified that the following procedure is to be followed:

  1. The IRP/RP/Liquidator would have to first file the NCLT order approving him as the IRP/RP/Liquidator in form INC-28 on the MCA21 portal .
  2. The Jurisdictional ROC would examine and approve the INC-28 form so filed if the same is found to be in order, and if the filed form is not in order then the ROC shall mark the form as Under Re-submission/rejected category. Once INC-28 if approved, only the IRP shall be allowed to file any form on the firm's behalf.
  3. The Master Data for the company shall clearly display that the Company is under CIRP or Liquidation, and the name of the IP so appointed shall be displayed in the CEO column.
  4. In case a new Board is required to be appointed in terms of any order passed by the Tribunal or Appellate Tribunal, the details of the first authorized signatory would be inserted by the Judicial Registrar. consequently the authorization of the IRP to file documents on behalf of the company shall cease to exist and the new Authorized signatory shall take over the responsibility of filing on behalf of the Company.

The Ministry of Corporate Affairs have Constituted a Company Law Committee to review offences under the Companies Act,2013.

In order to balance the nature of liabilities imposed on the Companies, the Committee has categorized the violations of law as serious violations involving fraud and procedural or minor offences and accordingly allocated criminal and civil jurisdictions respectively. The Recommendations of the Committee can be broadly categorized in two parts:

  1. The Decriminalization of 46 compoundable offences
  2. Proposals for ease of doing business, partially referred to ease of living

The committee has proposed to omit the following 7 offences of the Act,2013:

  • Variation of the rights of shareholders.
  • Grievance before NCLT regarding entries in register of members.
  • Publication of order of the NCLT confirming reduction if share capital.
  • Non-compliance with order of the NCLT regarding failure to redeem debentures on maturity or in payment of interest.
  • Non-cooperation by liquidator or other persons during prosecution in the course of winding up.
  • Non-compliances by company liquidators u.s 348(6) and (7) w.r.t information as to pending liquidations .

In addition to this the committee also reviewed the quantum of penalties and sought to rationalize them, taking into account the nature and gravity of the default. The Committee recommended rationalization of penalties in respect of 6 sections under the Act,2013 viz, failure/delay in filing notice for alteration of share caoital, filing annual return, filing resolution u/s 117, filing financial statement, filing statement by auditor after resignation and contravention in accepting directorship beyond specified limits of section 165 of the Act, 2013.

This will allow companies to rectify the default, pay the penalty and become compliant with the law easily.

The Government has launched Independent Director's Databank to be maintained by IICA in correspondence with MCA, February 21,2020.

The Ministry of Corporate Affairs have introduced a comprehensive online databank for all existing and aspiring Independent Directors. This databank draws its origin from om Companies (Appointment and Qualification) Rules, 2019.

  • Set up under the Companies Act, 2013, Independent Directors are required to register themselves with the databank within three months from December 1, as per rules notified by the corporate affairs ministry.
  • the databank is expected to become a comprehensive repository of both existing independent directors as well as individuals eligible and willing to be appointed as independent directors.
  • Independent directors are also required to pass a basic online proficiency self-assessment test which would be available from March 2020. The test has to be taken within 12 months from
  • The IICA would create and maintain a data bank containing names, addresses and qualifications of persons who are eligible and willing to act as independent directors, for the use of the company making the appointment of such directors.

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