Companies (Incorporation) Amendment Rules, 2023 revise e form requirements, nominee declaration process, conversion filings and section 8 applications.
The Companies (Incorporation) Amendment Rules, 2023 update the Companies (Incorporation) Rules, 2014 to mandate electronic submission of nominee consents and declarations (via SPICe+ INC 32 and INC 4), revise conversion filings to require e Form INC 6 with altered e MOA/e AOA and supporting NOCs and affidavits, and set out enhanced application requirements and Registrar scrutiny for section 8 licence applications, while replacing and renumbering multiple e forms and removing obsolete form references.

Companies managerial appointment rules amended: new MR 1 and MR 2 forms require detailed disclosures and attachments.
The amendment substitutes revised Form MR 1 and Form MR 2, effective 23 January 2023. Form MR 1 is the return of appointment requiring entity and appointee details, board resolution, remuneration breakdown, tenure, age and disqualification disclosures, and attachments including board resolution and Nomination and Remuneration Committee certificate. Form MR 2 is the application to the Central Government where Part I of Schedule V is not complied with (including over 70 appointees and non residents), requiring detailed personal particulars, identification of non compliance, justification, resolutions, auditor and committee certificates, and specified documentary attachments.

Companies authorised to register rules now require NOC from secured creditors and substitute Form URC-1 for applications.
The Companies (Authorised to Register) Rules, 2014 are amended to require a No Objection Certificate from secured creditors together with the charge holder where applicable, to omit several prior sub clauses across rule 3(2) clauses (a)-(d), and to substitute Form No. URC 1 with a revised eForm prescribing mandatory fields, attachments (including constituting instruments, registration certificates, advertisements, resolutions, accounts, tax returns and creditor NOC), and certification by a practicing professional verifying compliance and records.

Exemption for residential renting clarified: proprietor's personal renting covered if in personal capacity and not on proprietorship account.
Amendment adds an explanation that the exemption for renting of residential dwelling covers services to a registered person who is a proprietor and rents the dwelling in his personal capacity for use as his own residence, provided the renting is on his own account and not that of the proprietorship; it also omits the entry numbered 23A and makes the notification effective from the first day of January, 2023.

GST classification of essential oils amended to list specific HSN codes and cover peppermint and other mint oils.
The notification substitutes the S. No. 3A table entry to identify specific HSN codes and to classify essential oils other than citrus fruit, listing peppermint and other mint oils, and specifies applicability to both unregistered and registered persons; the substitution is given effect from the notification's stated commencement date.

GST schedule amendment broadens feed classifications and adds husk of pulses entry, changing taxable classification under GST law.
The GST schedule amendment substitutes the S. No. 102 entry to include aquatic feed (shrimp and prawn), poultry and cattle feed, grass, hay and straw, supplements and additives, wheat bran and de-oiled cake (other than rice bran); and inserts S. No. 102C to classify husk of pulses (including Chilka) and concentrates (including chuni or churi, Khanda) under specified HSN headings. The change is effected under sub-section (1) of section 11 and is deemed effective from the first day of January, 2023.

GST rate revisions clarify classification of ethyl alcohol, cereal residues, beverage definitions, and educational box products.
Amendment revises specified entries in Tamil Nadu GST schedules to clarify classifications of ethyl alcohol supplies, bran and cereal residues, fruit pulp or fruit juice based drinks (excluding certain carbonated beverages), and mathematical and geometry boxes; it also clarifies that denatured ethyl alcohol and other spirits exclude ethyl alcohol supplied to oil marketing companies or petroleum refineries for blending with motor spirit. The amendments replace column entries in the cited notification and are effective from the stated commencement date.

Exchange rate determination updates conversion rates for specified foreign currencies affecting import and export valuation under customs law.
Determination of exchange rates for conversion of specified foreign currencies into Indian rupees for customs valuation of imported and exported goods is prescribed, effective 20th January, 2023, under the authority of section 14 of the Customs Act, 1962. The Board supersedes the earlier notification and fixes distinct rates for imported goods and export goods through Schedule I and Schedule II for use in valuation and related customs procedures.

Settlement proceedings now require disposal by appropriate order based on approved settlement terms, clarifying officer responsibilities.
Regulation 23(1) is replaced to require that the Whole Time Member, Adjudicating Officer or the competent officer before whom proceedings are pending shall dispose of the proceedings by an appropriate order on the basis of the approved settlement terms. The amendment omits the Explanation to sub regulation (1) and omits sub regulation (2), thereby streamlining the disposal requirement to reflect the binding effect of approved settlement terms.

Governance norms for infrastructure and real estate investment trusts clarified; senior management definition and disclosure updated.
Governance norms for Infrastructure Investment Trusts and Real Estate Investment Trusts are made subject to their respective SEBI regulations, overriding certain Listing Regulation provisions. Regulation 15 is amended to address appointment and re-appointment procedures, including shareholder approval requirements for public sector companies. The definition of senior management is expanded to include core management one level below the CEO/MD/Manager and specific functional heads, Company Secretary and CFO. Terminology is standardised to "key managerial personnel" and Schedule V now requires disclosure of details of material subsidiaries and their statutory auditors.

Qualified stock broker designation expands supervision; designated brokers must meet enhanced governance, risk, infrastructure and investor service obligations.
The regulations create a qualified stock broker designation based on client numbers, client assets, trading volumes, margin obligations, compliance and grievance scores, and proprietary trading, with the Board assigning weightages. Designated brokers must meet enhanced obligations including governance structures, risk management policies, scalable infrastructure, orderly winding down frameworks, robust cyber security, and investor services with online complaint redressal. Execution Only Platforms must maintain specified books and records, and Variable Networth is not applicable to that segment; fee and networth schedule entries for the segment are inserted.

Change-in-control definitions align intermediary regulation while requiring prior approval for custodian and vault-manager control changes.
Change in control is standardised across multiple securities-intermediary regimes. For listed body corporates, control is determined under the regulatory framework applicable to listed entities; for unlisted body corporates, it is determined under company law. For specified non-corporate intermediaries, change in control includes a change in legal formation, ownership, or controlling interest, with controlling interest meaning a direct or indirect interest of not less than fifty percent of voting rights or interest. Custodians and vault managers require prior approval for a change in control.

Applicability of sub rule 4A confined to Gujarat; other states exempted under rule 8(4B) directive via state notification.
The State government, invoking the delegated authority in rule 8 sub-rule (4B) and following the GST Council recommendation, specifies that the provisions of sub-rule (4A) of rule 8 shall not apply in all States and Union territories except the State of Gujarat, thereby confining the operative application of that sub-rule to Gujarat.

GST registration and return reconciliation rules introduce biometric verification, input tax credit reversal, differential-liability responses, and expanded e-commerce reporting requirements.
The amendments introduce risk-based biometric Aadhaar authentication, photograph capture and original-document verification for selected GST registration applicants, with corresponding physical verification of business premises. They require proportionate input tax credit reversal for unpaid supplier consideration and reversal of credit where the supplier does not furnish the corresponding return, while allowing re-availment after compliance. A return-reconciliation procedure requires taxpayers to pay or explain differences between outward-supply statements and periodic returns within seven days, failing which recovery may follow. The rules also expand unregistered-person refunds, e-commerce reporting, appeal withdrawal and prescribed GST forms.

Nil-rated exemption for residential renting clarified to cover proprietor's personal-account residence rentals, excluding proprietorship-account lettings.
The notification inserts an explanation to S. No. 12 limiting the nil-rated exemption for renting of residential dwelling to cases where a registered person who is a proprietor rents the dwelling in his personal capacity for use as his own residence and where such renting is on his own account and not that of the proprietorship concern, and omits S. No. 23A and related entries; the amendment is effective from the first day of January.

Reverse charge on essential oils amended to list additional HS codes and apply to both registered and unregistered persons.
Substitutes S. No. 3A in Notification No. 1128-F.T. to list HS codes 3301 24 00, 3301 25 10, 3301 25 20, 3301 25 30, 3301 25 40 and 3301 25 90 and to specify essential oils other than citrus (peppermint and specified other mints). The entry indicates applicability as "Any unregistered person" and "Any registered person" and states the amendment is effective from the date declared in the notification.

GST exemption amendment expands exempted aquatic feed and adds husk of pulses, altering the Schedule of exempted goods.
The Schedule to Notification No. 1126-F.T. is amended by substituting S. No. 102 to specify exempted Aquatic feed (including shrimp and prawn feed), poultry feed, cattle feed and related items, and by inserting S. No. 102C to add Husk of pulses (including Chilka) and related concentrates; these amendments are deemed to have come into force from the commencement date stated in the notification.

GST rate amendments update classifications for ethyl alcohol, cereal residues, fruit-based drinks and school supply items.
Notification amends Schedule I, II and III classifications and rate entries by substituting descriptions: Schedule I clarifies ethyl alcohol supplied to Oil Marketing Companies or Petroleum refineries for blending with petrol and replaces the cereal residues entry with a detailed list including bracketed feed exclusions; Schedule II replaces entries to specify fruit pulp or fruit juice based drinks excluding carbonated fruit beverages and adds mathematical/geometry/colour boxes; Schedule III revises denatured ethyl alcohol entries while excluding alcohol supplied for petrol blending. The amendments are effective from January 1, 2023.

Delegation of rulemaking to Union Territory administrators and Lieutenant Governors for the Industrial Relations Code.
The administrators or Lieutenant Governors of specified Union Territories are directed, subject to the control of the President and until further order, to exercise the powers and discharge the functions of the appropriate Government under the Industrial Relations Code, 2020, to formulate rules only in the areas where those Union Territories are required to formulate rules either as appropriate Government or State Government.

Delegation of powers to Union Territory administrators to frame rules under the Occupational Safety, Health and Working Conditions Code, 2020.
The President directs that the Administrator or Lieutenant Governor of specified Union Territories shall, subject to presidential control and until further order, exercise the powers and discharge the functions of the appropriate Government or State Government under the Occupational Safety, Health and Working Conditions Code, 2020 to formulate rules where those Union Territories are required to do so under the Code.