Company incorporation declarations updated: subscribers and directors must disclose convictions, FEMA approval status and border-country security clearance.
The amendment substitutes Form INC-9 to require DIN and PAN particulars, DSC authentication, declarations of no convictions or findings of fraud or misfeasance in the preceding five years, confirmation regarding necessity and procurement of Government approval under the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 for share subscription, and truthfulness of Registrar filings; and inserts into Form INC-32 (SPICe+) a disclosure requiring attachment of Ministry of Home Affairs security clearance where the appointee is a national of a country sharing a land border with India.

Speedy trial designation ensures expedited trials for corporate offences punishable by imprisonment of two years or more.
The Central Government, with concurrence of the High Court of Jharkhand, designates the Court of Additional Judicial Commissioner-III, Ranchi as a Special Court under section 435 of the Companies Act, 2013 to provide speedy trial of offences punishable with imprisonment of two years or more; the notification also records a later substitution in the court's designation.

Government approval requirement for investors from land-border countries now mandatory before private placement subscription under FEMA rules.
No offer or invitation for securities by private placement may be made to a body corporate incorporated in, or a national of, a country sharing a land border with India unless that entity has obtained Government approval under the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 and attached the approval to the private placement offer cum application letter. Form PAS-4 (Part B) is amended to require a declaration whether such Government approval is required and, if required, that it has been obtained and enclosed.

FEMA approval declaration required in share transfer form; transferee must state whether approval is needed and enclosed.
Amendment requires insertion of a declaration into Form No. SH-4 whereby the transferee must state either that government approval under the Foreign Exchange Management (Non-debt Instruments) Rules is not required prior to transfer, or that such approval is required, has been obtained, and is enclosed.

Exemption for RBI security charges: amendment excludes charges by banking companies in favour of the Reserve Bank when created for statutory lending.
The amendment inserts a provision excluding from the Companies (Registration of Charges) Rules any charge created or modified by a banking company in favour of the Reserve Bank of India when the charge arises from a loan or advance made under the Reserve Bank of India Act; the Rules are titled and commence on publication in the Official Gazette.

Fit and proper criteria for Nidhi declarations strengthened; non-compliant entities barred from member deposits and loans.
New rules require public companies seeking declaration as Nidhi to file Form NDH-4 within a prescribed period, attach declarations that promoters and directors satisfy fit and proper person criteria with specified disqualifications, and await Central Government examination which is deemed approved if not decided within the statutory period; non-compliant companies or those with rejected NDH-4 cannot raise deposits or provide loans to members and any deposits raised after non-compliance are governed by Chapter V of the Act.

Nidhi companies must obtain the required declaration before commencing business and declare it at incorporation.
Companies incorporated as Nidhi must obtain a Central Government declaration under section 406 before commencing Nidhi business and submit a declaration of that fact at incorporation; FORM INC.20A is substituted and FORM INC-32 (SPICe+) Part-B is amended to include an express declaration that the company will not commence Nidhi business unless all required approvals, including the Central Government declaration, have been obtained.

Members' personal data protection: specified member particulars excluded from public inspection and extraction from company registers.
The amendment inserts sub rule (3) into rule 14 to bar inspection, extraction or copying of specified particulars from a company's register, index or return of members for the purposes of the inspection and extract provisions: address or registered address (for bodies corporate), e mail ID, Unique Identification Number and PAN Number, thereby limiting access to these sensitive identifiers notwithstanding prior sub rules permitting general inspection.

Amendment to Accounts Rules postpones applicability date and extends a transitional compliance deadline accordingly.
Amendment to the Companies (Accounts) Rules, 2014 defers the applicability date in the proviso to sub rule (1) of rule 3 from "1st day of April, 2022" to "1st day of April, 2023," and alters the deadline in the proviso to sub rule (1B) of rule 12 from "31st March, 2022" to "31st May, 2022." The rules are titled Companies (Accounts) Second Amendment Rules, 2022 and commence on publication in the Official Gazette.

Appointment of Part-time Members: NFRA composition updated to include specified ex officio and institutional representatives for regulatory oversight.
The National Financial Reporting Authority appointment of Part-time members, Rules, 2022, made under the Central Government's rulemaking power, commence on publication in the Official Gazette and specify the Authority's Part-time members by office: senior officials from the Ministry of Corporate Affairs, Comptroller and Auditor General, Reserve Bank of India, Securities and Exchange Board of India, and the President and Chairpersons of the accounting and auditing standards boards of the Institute of Chartered Accountants of India.

Annual Improvements to Ind AS (2021) update recognition, transition and measurement rules across multiple accounting standards.
The rules implement Annual Improvements to Ind AS (2021) across multiple standards, effective for annual reporting periods beginning on or after 1st April, 2022. Key amendments permit a subsidiary/associate/joint venture election on cumulative translation differences under Ind AS 101; clarify acquisition-date recognition and treatment of contingent liabilities and assets under Ind AS 103; set transition and modification guidance and a 10% threshold for substantially different financial liability terms under Ind AS 109; clarify treatment of proceeds from testing under Ind AS 16; define cost of fulfilling a contract and related transition relief under Ind AS 37; and amend Ind AS 41 cash flow exclusions.

Salary and allowances option: Chairperson and members may choose consolidated pay or government pay scale, affecting benefits.
Amendment provides that the Chairperson and full time Members may opt for a consolidated monthly salary or pay and allowances comparable to Secretary/Additional Secretary pay; where government pay is chosen any pension received will be deducted from pay. Transitional fixation for appointments advertised 12 July 2021 permits prior Secretary level pay to be preserved up to a specified cap. Entitlements to house rent allowance and staff car facilities apply only to those who opt for government pay and, where not expressly provided, service conditions follow those of Central Government Group 'A' officers of equivalent pay.

Delegation of Powers to Regional Directors: LLP Act powers delegated to specified Regional Directors, subject to central government revocation.
The Central Government delegates to specified Regional Directors the powers and functions vested in it under the Limited Liability Partnership Act, 2008, as applied via the Companies Act, subject to the condition that the Central Government may revoke the delegation or itself exercise the powers where necessary in the public interest. The delegation takes effect from the stated commencement date and a later substitutional amendment updates the list of Regional Directors to whom the delegation applies.

Registrar of Companies appointed adjudicating officers under LLP Act; appeals provided; order effective 1 April 2022.
The Central Government appoints specified Registrars of Companies (including Registrars cum Official Liquidators where indicated) as adjudicating officers under the Limited Liability Partnership Act and assigns territorial jurisdictions to each office. Appeals from these adjudicating officers are to be disposed of by the concerned Regional Director in accordance with prior Government notifications and the Limited Liability Partnership Rules, with Sikkim matters allocated to the Eastern Region Regional Director. The appointments and jurisdictional allocations take effect from 1 April 2022.

Application of company law provisions to limited liability partnerships redefines partner roles, disqualifications, inspection and offence procedures.
The notification applies selected provisions of the Companies Act, 2013 to limited liability partnerships with specified substitutions-replacing terms like "company", "member", "director", and "shares" with "limited liability partnership", "partner", "designated partner", and "contribution"-and prescribes modified rules on disqualification for becoming or continuing as a designated partner, limits on number of designated partner offices with transitional compliance, inspection powers by Central Government-appointed inspectors, substitution of registers and striking-off procedures, and non-cognizability of offences subject to complaint by prescribed authorities.

Corporate Social Responsibility reporting: companies must file Form CSR-2 as an addendum to annual accounts from FY2020-21.
The amendment inserts sub rule (1B) into Rule 12 requiring companies covered by section 135 to file Form CSR-2 as an addendum to AOC-4 (or its variants) for the preceding financial year (2020-2021 onwards); for 2020-2021 Form CSR-2 may be filed separately by 31 March 2022 after filing the applicable AOC-4. Form CSR-2 prescribes corporate identifiers, financial metrics, CSR committee and website disclosures, impact assessment, calculation of 2% CSR obligation, itemised project spending, unspent CSR transfers, capital asset reporting, required attachments and a director's digital signature declaration.

Commencement of section 56 appointed to 1 July 2022 by central government notification under Companies (Amendment) Act.
Commencement of section 56 of the Companies (Amendment) Act, 2020 is effected by a Central Government notification under sub section (2) of section 1 of the Amending Act, appointing a specific date for that provision to come into force and thereby activating its statutory commencement mechanism.

Commencement of provisos to section 80: central government notifies 1 July 2022 as the effective date.
The Central Government, invoking powers under sub-section (2) of section 1 of the Companies (Amendment) Act, appointed 1st July, 2022 as the date on which the second and third proviso to clause (i) of section 80 of the Amendment Act shall come into force via a commencement notification by the Ministry of Corporate Affairs.

Late filing fee regime amended: stepped additional and higher fees for delayed company filings, with special rules for INC 22/PAS 3.
The amendment replaces the Annexure fee table to prescribe a tiered multiplicative regime of additional and higher additional fees for delayed company filings, with distinct delay bands and separate multiples, a rule that additional fee is not charged where higher additional fee applies, exclusions for certain types of filings, and special repeat-filing treatment for e form INC 22 and e form PAS 3 which excludes pre-commencement belated filings from counting toward higher additional fee.

Delegation of appointment powers to NFRA enables direct filling of specified administrative posts under Companies Act.
Central Government delegates its statutory power to appoint the posts of Chief General Manager, General Manager, Deputy General Manager, Assistant General Manager, Manager, Assistant Manager, Personal or General Assistant, Senior Personal Secretary, Private Secretary and Driver to the designated regulatory body under the Companies Act, enabling that body to make internal appointments to those specified administrative positions under the statutory delegation.