News Summary

MCA Updates

Personal information from Registers and Return made unavailable for inspection and extracts

Vide Notification dated 06.04.2022, MCA has notified that the following details of members from the Registers, Index and Return shall not be made available for inspection or for taking extracts:

  • Address or registered address (in case of a bodies corporate)
  • E-mail id
  • Unique Identification Number
  • PAN
Open Notification No. G.S.R. 279(E) dtd.06.04.2022

Extension of due date – CSR-2 and implementation of accounting software with audit trail

Vide MCA Notification dated 31.03.2022, following due dates were extended:

Sr. No.


Earlier due date

Extended due date


Form CSR-2




Implementation of accounting software with audit trail



Open Notification No. G.S.R. 235(E) dtd.31.03.2022

Nidhi (Amendment) Rules, 2022

Companies Act, 2013 defines a Nidhi Company as – “Nidhi” means a company which has been incorporated as a Nidhi with the object of cultivating the habit of thrift and saving amongst its members, receiving deposits from, and lending to, its members only, for their mutual benefit, and which complies with the rules made by the Central Government for regulation of such class of companies.

Nidhi Companies are well known for their quick financial services with minimum formalities. Owing to their growing popularity, MCA felt the need to ensure that companies desirous of carrying on business as a Nidhi do so by taking necessary approvals from the Central Government. In line with the same a stricter framework has been introduced vide the Nidhi (Amendment) Rules, 2022 notified on 19.04.2022.

Highlights of the amendments are as follows:

  • A Public Company incorporated as a Nidhi needs to get itself declared as a Nidhi by the Central Government by applying in Form NDH-4 within a period of 120 days of incorporation subject to fulfilment of following criteria:
    • Minimum of 200 members
    • *Share capital of Rs. 10 lakhs (increased from 5 lakhs)
    • *Net Owned Funds of Rs. 20 lakhs (increased from 10 lakhs)
  • Without such approval the Nidhi cannot raise Deposits and if raised they will have to comply with the provisions of Chapter V – Acceptance of Deposits by Companies.
  • In this regard the Press Release by MCA read – “to safeguard the interest of general public, it has become imperative that before becoming its member, one must ensure declaration of a company as a Nidhi by the Central Government”

    *Existing Nidhi Companies must meet the thresholds within 18 months from Notification of the said Rules dated 19.04.2022.

  • The Promoters and Directors of the company have to meet the criteria of fit and proper person as laid down in the Rules.
  • Nidhi Companies cannot file Forms SH-7 (Notice to Registrar of any alteration of share capital) or PAS-3 (Return on Allotment) unless Form 20A (Commencement of Business) has been filed. In order to be able to file Form INC-20A, Form NDH-4 must have been filed and approved.
  • Nidhi Companies cannot acquire or purchase securities of any other company or control the composition of the Board of Directors of any other company in any manner whatsoever or enter into any arrangement for the change of its management. Earlier the same was allowed through Special Resolution and approval from RD.
  • Nidhi Companies cannot raise loans from banks or financial institutions or any other source for the purpose of advancing loans to members.
  • Stricter requirements for opening and closing of Branch Offices.
  • Requirement of Regional Director’s approval for declaration of dividend has been done away with.
  • For timely disposal, it has also been provided in amended Rules that in case no decision is conveyed by the Central Government within 45 days of the receipt of applications filed by companies in form NDH-4, approval would be deemed as granted. This would apply for such companies which shall be incorporated after Nidhi (Amendment) Rules, 2022.
Open Nidhi (Amendment) Rules, 2022

Banking Companies exempted u/s 77 from filing Form CHG-1 in certain cases

Through MCA notification dated 27.04.2022, Banking Companies have been exempted from the requirement to file Form CHG-1 for creation/modification of charge for any loans borrowed or advances taken from RBI repayable on demand or on expiry of specified time period pursuant to RBI Act, 1934.

Open Notification No. G.S.R. 320(E) dtd.27.04.2022

RBI Updates

Guidelines on LEI – applicability revised

Vide notification dated 21.04.2022, applicability of guidelines on Legal Entity Identifier (LEI) has been revised as follows:

  • Applicability of guidelines on Legal Entity Identifier (LEI) extended to Primary (Urban) Co-operative Banks (UCBs) and Non-Banking Financial Companies (NBFCs.)
  • Non-individual borrowers enjoying aggregate exposure of 5 crore and above from banks and financial institutions are now advised to obtain LEI codes.
  • Borrowers who fail to obtain LEI codes shall not be sanctioned any new exposure nor shall they be granted renewal/enhancement of any existing exposure.
Open Notification No. RBI/2022-23/34 dtd.21.04.2022

SEBI Updates

Clarification on validity of omnibus shareholders’ approval for material RPTs under LODR

Pursuant to SEBI LODR Regulations approval of the shareholders is required in addition to the Audit Committee’s (AC) approval, for material Related Party Transactions. Reg. 23(3)(e) of LODR specifies that the omnibus approval granted by the AC shall be valid for a period 1 year and fresh approvals shall be required thereafter.

As under Companies Act, 2013, companies are required to hold an AGM every year and not more than 15 months shall have lapsed between 2 consecutive AGMs, stakeholders made representations to SEBI to seek clarity on the validity of the omnibus approval where the transactions are material and shareholders approval is also required.
Vide Circular dated 08.04.2022, SEBI has clarified the same as follows:

  • Approval in AGM – Omnibus approval shall be valid upto the date of the next AGM for a period not exceeding 15 months.
  • Approval in EGM – Omnibus approval shall be valid for 1 year.
Open Circular No. SEBI/HO/CFD/CMD1/CIR/P/2022/47 dtd.08.04.2022

“Asset Cover” replaced with “Security Cover” under LODR

Vide Notification dated 11.04.2022, SEBI has notified following amendments to SEBI LODR Regulations:

  • In Reg. 54 the words “Asset Cover” shall be replaced with “Security Cover”.
  • Issuer of Secured Non-Convertible Debt Securities shall ensure that the Security Cover is sufficient to discharge the principal and interest amount. Earlier, the asset cover was required to cover only the principal amount.
Open Notification No. SEBI/LAD-NRO/GN/2022/79 dtd.11.04.2022

Clarification on RPT by NSE

The NSE has released FAQs dated 24.04.2022 clarifying various aspects of Related Party Transactions (RPT) under SEBI Circular dated 22.11.2022 titled “Disclosure obligations of listed entities in relation to Related Party Transactions” which had tightened the reporting norms.

Open FAQs dtd.22.04.2022

Revised procedure for transmission of shares

SEBI vide notification dated 25.04.2022, has made following amendments to SEBI LODR Regulations w.r.t. transmission of shares:

  • Regulation 40(7), 61(4) and Schedule VII of SEBI LODR Regulations shall now be applicable for transmission of securities as well. Earlier these Regulations were applicable to only transfers.
  • The list of documents to be submitted in case of transmission of securities in case of a single holder with / without nomination, has been detailed.
  • Documents to be submitted for transmission of securities upto 5 lakhs for securities held in physical mode and 15 lakhs in case of securities held in demat form, has been listed.
Open Amended LODR Regulations

IBBI Updates

Temporary surrender of professional membership – ceases to exist

Earlier an Insolvency Professional was allowed to temporarily surrender his membership. Vide clarification issued by IBBI on 11.04.2022, it was clarified the facility for temporary surrender of professional membership shall cease to exist.

This change was affected based on the Notification dated 23.07.2019 through which the “authorisation for assignment” concept was introduced in the IBBI (Model Bye-Laws and Governing Board of Insolvency Professional Agencies) Regulations, 2016.

Open Clarification dtd.11.04.2022

GST Updates

Details of reporting for ineligible, partially reported or reversal of ITC

All the taxpayers who have not furnished details of ineligible ITC or have furnished the details of ineligible ITC partially or have not reported the reversal of ITC fully or partially in the returns filed for the F.Y 2021-22 shall report it in the annual return to be filed in GSTR-9. However, for the F.Y 2022-23 onwards, the details of ineligible ITC or partial details of ineligible ITC or reversal of ITC which has not been reported fully or partially shall be reported in the subsequent GSTR-3B to be filed by giving net effect in that return.

Open Circular No. 1/2022 dtd.05.04.2022