Commencement of section 5: provisions come into force on the appointed date of October 30, 2023.
The Central Government, under sub section (2) of section 1 of the Companies (Amendment) Act, 2020, appoints the 30th day of October, 2023 as the date on which the provisions of section 5 of that Act shall come into force by notification.

Dematerialisation requirement for private companies ensures securities are issued and held only in dematerialised form with transfer conditions.
Public companies with pre Act bearer share warrants must file Form PAS-7 with the Registrar and publish Form PAS-8 notice requiring surrender for conversion; unredeemed warrants shall be converted into dematerialised shares and transferred to the Investor Education and Protection Fund. Private companies other than small companies must issue and facilitate dematerialisation of securities in accordance with the Depositories Act within the prescribed transition period, ensure promoters' and officers' holdings are dematerialised before offers or transfers, and follow applicable dematerialisation procedures; Government companies are exempt.

Designation of responsible person for beneficial interest reporting required; companies must list and notify changes in annual filings.
Companies must designate a person responsible for furnishing and cooperating in providing information on beneficial interest in shares; eligible designees are prioritized as company secretary, a key managerial personnel other than the company secretary, or every director if neither exists. Until designation, specified officers are deemed designated. Companies must record the designated person's details in the Annual Return and notify any change to the Registrar via e-form GNL-2.

Shifting of registered office allowed after resolution plan management takeover when no appeal or investigation pending.
The amendment to rule 30(9) of the Companies (Incorporation) Rules, 2014 omits the phrase authorising inclusion of costs and adds a proviso permitting shifting of the registered office where management has been taken over under an approved resolution plan under the Insolvency and Bankruptcy Code, provided no appeal against that plan is pending and no inquiry, inspection or investigation is pending or initiated after approval.

Companies incorporation rules amended: Form RD-1 substituted for applications on name, financial year, company conversion and merger notices.
The Companies (Incorporation) Second Amendment Rules, 2023 substitute a revised Form RD-1 in the Companies (Incorporation) Rules, 2014 Annexure. The new Form RD-1 is the prescribed eForm for applications to the Central Government (Regional Director) for matters such as rectification of name, change of financial year, conversion between company types and notices of merger scheme approval. It prescribes mandatory company identification, purpose selection, statutory basis, particulars of resolutions, creditor information, required attachments, authorised digital signatures, statutory declarations and administrative processing fields.

CSR filing requirement extended for the financial year with CSR-2 to be filed only after annual accounts submission.
For the financial year 2022-2023, Form CSR-2 shall be filed separately after filing Form AOC-4 or Form AOC-4-NBFC (Ind AS) or Form AOC-4 XBRL, as specified in the rules, and within the extended timeline provided by the amendment.

Appointment of Tribunal Members: government names judicial and technical members with specified tenure and pay conditions.
The Central Government appointed named persons as Judicial Members and Technical Members of the National Company Law Tribunal, specifying post, date of joining and applicable pay matrix level; appointments are for five years from the date of joining, subject to cessation on attaining the prescribed age limit or until further orders, and issued by the Ministry of Corporate Affairs via administrative notification.

Merger scheme confirmation timelines updated: deemed approval if no timely objection, or referral on substantive objections.
Amendments revise timelines for approval of merger and amalgamation schemes: if no objection is received within thirty days, the Central Government may issue a confirmation order in the prescribed form and, failing issuance within sixty days from receipt, approval is deemed and a confirmation order issued. If objections are received within thirty days, the Central Government may either dismiss unsustainable objections and confirm the scheme or, if it considers the scheme not in the public interest or not in creditors' interest, file an application for tribunal consideration in the prescribed form; failure to act within the overall period results in deemed non-objection and confirmation.

Name removal applications require prior filing of all overdue financial statements and annual returns before application.
Applications for removal of a company's name are barred unless the company has filed all overdue financial statements and overdue annual returns up to the end of the financial year in which it ceased business; where the Registrar has initiated removal action, the company may file an application only after filing all pending financial statements and annual returns, and once the Registrar issues the publication notice pursuant to that action the company cannot file the application.

Companies removal of names now requires Form STK-2 with a Rs. 10,000 fee and centralised processing by C PACE.
An application for removal of a company's name must be filed in Form STK-2 with a fee of ten thousand rupees; the Registrar, Centre for Processing Accelerated Corporate Exit (C PACE) is designated as the Registrar of Companies with nationwide functional jurisdiction to process and dispose of STK-2 applications. The amendment also substitutes Forms STK-2, STK-6 (public notice with grounds and 30 day objection period) and STK-7 (notice of striking off and dissolution with annexure), and specifies required attachments, declarations, professional certificates and member consent thresholds for STK-2 filings.

Material accounting policy information now governs disclosure and deferred tax recognition for leases and decommissioning on transition.
The amendment requires first time adopters and entities applying the amendment to recognise deferred tax assets and liabilities for deductible and taxable temporary differences arising from right of use assets and lease liabilities and from decommissioning, restoration and similar liabilities and their corresponding capitalised asset amounts; it prescribes prospective application and transition mechanics, including recognition in the opening retained earnings (or other equity component) of the earliest comparative period presented. The notification also replaces "significant accounting policies" with material accounting policy information and clarifies disclosure and judgment requirements for accounting policies and accounting estimates.

Centre for Processing Accelerated Corporate Exit established under section 396(1) Companies Act, located at IICA Manesar, Gurgaon.
Establishment of a Centre for Processing Accelerated Corporate Exit (C-PACE) under section 396(1) of the Companies Act, 2013 to process accelerated corporate exits, located at the Indian Institute of Corporate Affairs campus in Manesar, Gurgaon, with operations commencing on 1 April, 2023.

Special Court designation updated: the notification revises the judicial officer title to Additional Judicial Commissioner-III.
The Central Government, with the concurrence of the High Court leadership, amends a prior companies-law notification by substituting the words "Additional Judicial Commissioner-III" for "Additional Judicial Commissioner" in the Gazette notification that designates a Special Court for speedy trial of offences punishable with imprisonment of two years or more.

Companies (Management and Administration) Amendment Rules substitute Form MGT-3 and Form MGT-14 for statutory filings.
The amendment substitutes specified annexure forms in the Companies (Management and Administration) Rules, 2014 by replacing Form MGT-3 with a notice form for the situation, change or discontinuance of foreign registers and replacing Form MGT-14 with a filing form for resolutions and agreements, each prescribing company identification, required data fields, declaration and digital-signature requirements, attachment obligations, and references to penal provisions for false statements.

Companies (Share Capital and Debentures) Amendment Rules, 2023 require dual director certification in Form SH 11 for buy back compliance.
Amendment substitutes Forms SH 7, SH 8, SH 9 and SH 11 and omits Form SH 15, updating templates for share capital alteration and buy back filings; and requires that the return filed in Form SH 11 include a declaration signed by two directors, including the managing director if any, certifying that the buy back complies with the Companies Act and rules. The rules come into force on 23 January 2023.

Companies (Miscellaneous) Amendment Rules, 2023 amend dormant company filings, substitute MSC 1/3/4 and remove MSC 1 enclosure requirement.
The Companies (Miscellaneous) Amendment Rules, 2023 (effective 23 January 2023) amend the 2014 Rules by omitting specified requirements to enclose Form MSC 1 in rule 3 and substituting revised Forms MSC 1, MSC 3 and MSC 4. The new MSC forms set out procedural requirements for applying for dormant company status, filing annual returns as a dormant company, and applying to resume active status, including company particulars, grounds for application, practitioner certification, auditor certified statement of affairs and declarations subject to penalties under sections 447-449.

Companies registration rules amended: e forms for insolvent or liquidated companies must be signed by IRP/RP or liquidator and filed with fee.
The amendment inserts rule 8A requiring that e forms for companies under insolvency or liquidation be signed and filed by the Insolvency Resolution Professional, Resolution Professional or Liquidator with the prescribed fee, and substitutes revised Forms GNL 2, GNL 3 and GNL 4 setting out standardized submission, consent/charged person particulars and addendum/rectification procedures, required attachments, verification statements and prescribed digital signatures.

Notice of address where company books will be kept must include detailed location data, proof of address, and digital signature.
The amendment replaces Form No. AOC-5 with an eForm titled Notice of address at which books of account are to be maintained, requiring CIN, company name, registered office, board resolution date, full address including longitude/latitude and police station jurisdiction, and mandatory attachments (proof of address, recent utility bills, photographs). The form requires a declaration digitally signed by an authorised officer and captures eForm SRN details for registrar processing.

Director appointment rules: companies must file Form DIR-9 within 30 days after receiving a director's Form DIR-8 notice.
The Companies (Appointment and Qualification of Directors) (Amendment) Rules, 2023 (effective 23 January 2023) amend rule 14 to require that whenever a company receives Form DIR-8 it must file Form DIR-9 with the Registrar within thirty days; the amendment also adds that certain filings referenced to Form DIR-10 must be filed before the Regional Director and substitutes updated annexure forms DIR-3 through DIR-12.

Companies prospectus and allotment rules amended: Rule 12(6) omitted and Forms PAS 2, PAS 3, PAS 6 replaced, effective 23 Jan 2023.
The Amendment Rules, effective 23 January 2023, omit sub rule (6) of rule 12 and substitute updated Form PAS 2, Form PAS 3 and Form PAS 6 in the Annexure to the Companies (Prospectus and Allotment of Securities) Rules, 2014, prescribing revised disclosure, certification and attachment requirements for shelf prospectuses, allotments (including private placements and non cash consideration), valuation reports, capital structure reporting and half yearly reconciliation of share capital.