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AMENDMENTS APPLICABLE FOR CA INTER CORPORATE & OTHER LAWS NOV 2022ac

1. RECTIFICATION OF THE COMPANY’S NAME – Pg 152 of Edition 3 (Amendment in Blue)

- The CG has the power to direct a company to CHANGE ITS NAME simply by passing an ORDINARY
RESOLUTION within:
o 3 months if its name is identical with or closely resembles the name of an EXISTING
REGISTERED COMPANY
o 3 months if its name is identical with or closely resembles the name of REGISTERED
TRADEMARK
 PROPRIETOR OF THE TRADEMARK shall make an application to the CG within 3 years
of the company’s incorporation
- After the company changes its name as stated above, it shall:
o give a NOTICE of the change + CG’s order to the ROC
o Within 15 days from the change
- ROC shall carry out the necessary changes in COI and MoA
Penalty for non-compliance
Company Rs 1000 for every day the default continues
Officer-in-default Rs 5,000 – Rs 1,00,000
- Upon non-compliance with CG’s order:
o CG shall allot a new name for the company in the prescribed manner
o ROC shall enter such new name in the Register of Companies
o ROC shall issue a fresh COI containing the new name of the company
o Subsequently, if required, company can change its name as per the usual provisions of the act

2. AMENDMENTS RELATING TO CSR – Pg 315 of Edition 3

- Company is allowed to spend CSR funds for creating HEALTH INFRASTRUCTURE for COVID
care, establishment of medical oxygen generation and storage plants, manufacture and supply of
oxygen concentrator, ventilators, cylinders, for countering COVID-19.
- contributions to incubators/ universities funded by the Govt, IITs, National Laboratories, Indian
Council of Agricultural Research (ICAR), Indian Council of Medical Research (ICMR), Council of
Scientific and Industrial Research (CSIR), Dept of Atomic Energy (DAE), Defence Research and
Development Organisation (DRDO), Dept of Biotechnology (DBT), Dept of Science & Technology
(DST), technology incubators.
- COVID 19 vaccination for persons other than employees and family members will be considered as
CSR activity.
- CLARIFICATIONS:
o CSR provisions are also applicable to SECTION 8 COMPANIES
o Just because CSR is applicable to a company’s holding/ subsidiary company, it need not
necessarily apply to the company also. CSR applicability is to be checked for each company
independently.
o Every company covered by S. 135 shall furnish a report on CSR in Form CSR 2 to ROC for
preceding FY.

3. AMOUNTS/ SHARES CREDITED TO IEPF - Pg 293 of Edition 3 (Amendment in Blue)

- A list is given in Pg 293 of the amounts and shares to be credited to IEPF. In this list, a new
addition is made. This Addition is something that you have already learnt under the “Accounts
of Companies” chapter under the heading ‘Significant Beneficial Owner (SBO) S. 90’. Just that

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corresponding addition is also made in the list of the amounts and shares to be credited to
IEPF also.
- If company has given notice u/s 90 to a person asking for information regarding SBO and if:
o he doesn’t provide the required information within 30 days or
o the information provided by him is not satisfactory,
the company may apply to NCLT within the next 15 days.
- NCLT may pass an order within 60 days of receiving the company’s application RESTRICTING
RIGHTS attached to such shares (e.g., voting rights, dividend rights, transfer rights).
- The aggrieved party can make an appeal to NCLT within 1 year from the date of the order.
- If no such appeal is filed, the respective shares shall be transferred to the ADMINISTRATION
AUTHORITY of the INVESTOR EDUCATION AND PROTECTION FUND.

4. REGISTRATION OF CHARGES (newly inserted)

Rules relating to registration and modification of charge are not applicable if company is a BANKING
COMPANY, and charge is to be created/ modified in the favour of RBI

5. INSPECTION OF REGISTER OR MEMBERS AND ANNUAL RETURN Pg 244 of Edition 3

(Amendment in Blue)
- WHO CAN INSPECT THE REGISTER OF MEMBERS AND COPY OF ANNUAL RETURN?
o ANY MEMBER, DEBENTURE-HOLDER, OTHER SECURITY HOLDER OR BENEFICIAL OWNER
– WITHOUT any fee
o ANY OTHER PERSON – upon payment of fee mentioned in AoA (MAX FEE: Rs 50)
- WHEN CAN THE INSPECTION BE DONE?
o During BUSINESS HOURS
o For REASONABLE TIME (MIN: 2 HOURS)
o On every WORKING DAY
o EXCEPT when they are CLOSED under the provisions of this Act
- RIGHT TO TAKE EXTRACTS/ GET COPIES:
o WHO HAS THE RIGHT? Any member, debenture-holder, other security holder or beneficial
owner, any other person
o FEE: If such a person requests for copies, max fee of Rs 10 per page can be charged.
o TIME LIMIT TO SUPPLY THE EXTRACT/ COPY: Within 7 days of deposit of fee
- INSPECTION/ TAKING EXTRACTS OR COPIES OF THE FOLLOWING PARTICULARS OF THE
REGISTER/ INDEX/ RETURN SHALL NOT BE ALLOWED:
o address or registered address (in case of a body corporate)
o e-mail ID
o Unique Identification Number
o PAN Number

6. MAINTENANCE OF BOOKS OF ACCOUNT & BOOKS & PAPERS IN ELECTRONIC FORM Pg 303 of
Edition 3 (Amendment in Blue)
W.e.f. 1.4.2023, Companies using ACCOUNTING SOFTWARE for maintaining books of account
should ensure that such accounting software has the feature of:
- RECORDING AUDIT TRAIL of EACH and EVERY transaction
- creating an EDIT LOG of
o EACH CHANGE made in books of account
o DATE when such changes were made
- ensuring that the AUDIT TRAIL CANNOT BE DISABLED
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