Filing of Hard Copies Not Mandatory - NCLAT Embraces Electronic Functioning

Introduction:

In a significant move aimed at enhancing the efficiency of the judicial system, the Hon'ble National Company Law Appellate Tribunal (NCLAT) has recently issued an order, numbered 064/2023 and dated 15th May 2023, declaring the filing of hard copies of Appeals, Interlocutory Applications, Replies, Rejoinders, and other related documents as non-mandatory with immediate effect. This decision marks a progressive shift towards prioritizing electronic filing and streamlining legal processes.

Eliminating the Requirement for Hard Copies:

Under the new ruling, parties appearing before the NCLAT are no longer obliged to submit physical copies of their case-related documents. Instead, the tribunal encourages and emphasizes the use of electronic filing mechanisms. By abolishing the mandatory requirement of hard copies, the NCLAT aims to strengthen the electronic functioning of the judicial system, making it more efficient and convenient for all stakeholders involved.

Advantages of Electronic Filing:

Increased Efficiency: The elimination of hard copy filings reduces administrative burdens and processing time, leading to quicker and more streamlined legal proceedings. Parties can now file their documents promptly, without the need for physical transportation and manual handling.

Cost Savings: Electronic filing significantly reduces expenses associated with printing, courier services, and storage of physical documents. It promotes a more sustainable approach by minimizing paper usage and related environmental impacts.

Accessibility and Convenience: Embracing electronic filing enhances accessibility for litigants, advocates, and judicial authorities. Parties can submit their documents remotely, eliminating the need for in-person visits to the tribunal. This convenience promotes broader participation and reduces geographical barriers.

Enhanced Data Security: Electronic filing systems often employ robust security measures, including encryption and access controls, ensuring the protection of sensitive information. This move towards electronic filing safeguards data integrity and strengthens confidentiality.

Implementation and Implications:

With the NCLAT's decision to make hard copies non-mandatory, litigants can adapt to the electronic filing process. Parties are expected to utilize the designated online platforms or portals to submit their documents electronically. The tribunal's move aligns with the broader digital transformation initiatives undertaken by various legal authorities, promoting a more efficient and tech-enabled justice system.

Conclusion:

The NCLAT's order to make filing of hard copies non-mandatory demonstrates their commitment to embrace electronic functioning, aligning with the evolving landscape of digital technology. This progressive step not only streamlines legal processes but also reduces costs, enhances accessibility, and strengthens data security. By encouraging electronic filing, the NCLAT sets a precedent for other legal institutions to follow suit, further modernizing the justice system for the benefit of all stakeholders involved.

Fast Track Merger Process Accelerated: Timelines Shortened for Speedy Approvals

 #FastTrackMerger #ExpeditedApprovals #EfficientMergers #StreamlinedProcesses #TimeBoundDecisions #BusinessNews

Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016 Amended to Ensure Timely Issuance of Orders by Regional Director

The Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016 have undergone a significant amendment to facilitate a more streamlined and time-bound process for issuing orders. The amended Rule 25 empowers the Regional Director (RD) to issue orders promptly, ensuring efficient resolution of corporate restructuring and amalgamation cases. This amendment, which comes into effect from June 15, 2023, introduces strict timelines and provisions for cases where no objections are received, as well as cases where objections are raised.

One of the noteworthy changes in the amended rules is related to cases where no objection is raised by the Registrar of Companies (RoC) and Official Liquidator (OL). According to the revised Rule 25, if there are no objections from the RoC and OL, the RD must issue the confirmation order within 45 days of receiving the scheme. In instances where the RD fails to issue the confirmation order within 60 days of receiving the scheme, it will be deemed that the RD has no objection to the scheme, and a confirmation order shall be issued accordingly. This provision significantly accelerates the process for cases where there are no objections, avoiding unnecessary delays and ensuring a more efficient resolution.

Furthermore, the amended rules address situations where objections are raised by the RoC, OL, or any other party. If the RD receives objections and fails to issue a confirmation order within 60 days of receiving the scheme, or if no application is filed before the National Company Law Tribunal (NCLT) based on the objections received within the same 60-day period, it will be considered that the RD has no objection to the scheme. In such cases, a confirmation order will be issued accordingly. This provision encourages the RD to address objections in a timely manner or risk their objections being considered void, promoting expeditious decision-making and resolution.

The amendment to the Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016 aligns with the objective of promoting efficiency and expediency in the corporate restructuring and amalgamation processes. By introducing specific timeframes and consequences for the RD's failure to issue orders within the stipulated period, the amended rules aim to minimize delays, enhance transparency, and foster a more predictable regulatory environment.

The provision empowering the RD to issue confirmation orders within 45 days when no objections are raised enables companies to move forward swiftly with their restructuring plans. It reduces uncertainty and provides reassurance to stakeholders involved in the process. Additionally, the provision ensuring that objections are promptly addressed or deemed void emphasizes the importance of a time-bound resolution and encourages all parties to engage in a constructive and expedient manner.

The amended Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016 reflect a commitment to enhancing the ease of doing business and strengthening corporate governance in India. These changes, effective from June 15, 2023, bring greater clarity, efficiency, and predictability to the process of issuing orders in corporate restructuring and amalgamation cases. The inclusion of strict timelines and consequences for non-compliance ensures that all stakeholders benefit from a more streamlined and time-bound resolution process, promoting a healthy business environment in the country.

Foreign Investment in India - Rationalisation of reporting in Single Master Form (SMF) on Foreign Investment and Reporting and Management System (FIRMS) Portal

 Date of amendment: 4th Jan 2023

Prior to the amendment, the forms submitted at FIRM's portal were not auto-acknowledged. With this amendment, the authorized dealers are hereby informed that now forms submitted at FIRM's portal including Form FC GPR, FC TRS, DI reporting, etc. will be auto-acknowledged with time and stamp and auto generated email will be sent to registered email id. 

AD bank has to verify the same within five working days based on the uploaded documents. 

Where there is delay in reporting, the AD Bank will either advise LSF which is Late Submission fee or advise compounding depending on case to case.

Detailed guidelines are at FIRMS portal https://firms.rbi.org.in

i) The forms submitted within prescribed timelines, will be verified by the AD banks based on the uploaded mandatory documents and ensure that the same are in compliance with the extant guidelines. 

ii) The system would identify the delay in reporting, if any. 

iii) For forms filed with a delay less than or equal to three years, the AD banks will approve the same, subject to payment of LSF. 

iv) The LSF will be computed by the system and an e-mail will be sent to the applicant and the concerned Regional Office (RO) of RBI specifying the amount and the timeline within which it is to be paid to the concerned RO of RBI. 

 v) Once the LSF amount is realised, the concerned RO will update the status in the FIRMS portal and the updated status will be communicated to the applicant through a system generated e-mail, which can also be viewed in the FIRMS portal. 

vi) The AD bank will approve the forms filed with a delay greater than three years, subject to compounding of contravention. The applicant may thereafter approach RBI with their application for compounding. 

 vii) The remarks of the AD Bank for rejection of forms, if any, will be communicated to the applicant through a system generated e-mail and the same can also be viewed in the FIRMS portal.

Query on DPT 3 compliances

 A client approached with a query as below;

Please provide me the suggestion for the below amount to be shown in DPT-3 or not.

 a. XYZ  is a partnership firm. As on  31st March 2020 – In balance sheet having the other payables provision of Rs.7.77 Cr.

b. On 30th Sep 2020 – XYZ purchased by (transferred as going concern) ABC private limited. 

c. Liability also transferred to ABC private limited.

Please suggest whether the above transaction to  be shown in DPT-3 as on 31st Mar 2021 or not by ABC Private Limited.

 If yes – How to show in the DPT-3

In order to understand whether these are deposits or not, it is important to understand the nature of transaction. The nature of transaction is settlement of the retiring Partners capital account upon retirement from the firm.

Unless some amount is received by the entity first, and then, repayment is due, no DPT 3 is filed.

In this scenario, the amount is due for payment not repayment, hence, no DPT 3 is to be filed.

Since the query was interesting, so posted for knowledge sharing.

General resolution authorizing a director or any other person to execute various operational documents

 

CERTIFIED TRUE COPY OF THE RESOLUTION PASSSED BY BOARD OF DIRECTORS OF …………..(name of the company) ON ……… (DAY)…….(DATE)…………..

 

TO GIVE GENERAL AUTHORITY TO THE OFFICERS OF THE COMPANY

 

“RESOLVED THAT pursuant to the provisions of section 179 and other applicable provisions, if any, of the Companies Act, 2013 (the Act) read with the Companies (Meeting of Board and its powers)  Rules, 2014 and other applicable rules under the Act, including any statutory modification(s) thereto or re-enactment thereof for the time being in force, read with the respective provisions of the Memorandum and Articles of Association of the Company, the consent of the Board of Directors be and is hereby accorded to …………………(name of the officers), Designation of the Company to manage, conduct, supervise and carry on day-to-day affairs of the Company subject to the general supervision and ultimate control by the Board.

 

RESOLVED FURTHER THAT ………(name of the officers), Designation be and is hereby authorized to review, sign, execute, negotiate and finalize all agreements, undertakings, applications, returns, paper, receipts, all documents relating to company’s business and administration, taxation, customs, excise, commercial and all other writings, which require authentication in the name and on behalf of the company and to do all such acts, deeds, matters and things as may be considered expedient and necessary in this regard on behalf of the company.

 

RESOLVED FURTHER THAT ………(name of the officers), Designation be and is hereby authorized to review and monitor issues of importance, strategic significance relating to the operations of the company, planning environmental policy, safety policies, compliance issues and related issues and advise Board on other matters relating to company operations and to do all such acts, deeds, matters and things as may be considered expedient and necessary in this regard on behalf of the company.

 

RESOLVED FURTHER THAT ………(name of the officers), Designation be and is hereby authorized to appear and act on behalf of and represent the company in all matters before any court, quasi-judicial authorities, Central Government, State Governments, statutory authorities, public bodies, public officers, local self-governing bodies, Municipalities and any other civic bodies and is hereby delegated full power to sign and execute all applications, returns, objections, documents, agreements and papers that may be required for and on behalf of the company in relation to any matter in which it is interested or may be concerned in any way and to institute, conduct, defend, compromise, intervene, abandon or compound any suit, writ petition, appeal review, revision or other proceedings by or against the company and its employees or otherwise concerning the affairs or the company in this connection.

 

RESOLVED FURTHER THAT …………………(name of the officers), Designation be and is hereby authorized to sub-delegate all or any powers conferred upon him/her/them to any other person and employee of the company, external consultant(s) or professional(s)  as he/she may think fit and proper in the interest of the Company, subject to supervision and ultimate control being retained by him/her/them and further subject to such conditions as he/she may deem fi, consistent with the need for prompt, effective and efficient discharge of responsibilities entrusted to such delegate.

 

RESOLVED FURTHER THAT (Name of the officer), (Designation) be and is hereby authorized to incur such expenditure for the conduct of the business of the company and do all such acts, deeds and things as may be necessary to give effect to the foregoing resolution.”

 

CERTIFIED TRUE COPY

FOR ………..(Name of the Company)

 

Name of the Director

(Designation)

DIN:
Address:

Compliance Calendar for the month of September 2021

 

Following is the list of compliances for the month of September 2021

S.No	Compliance	Due date
1.	DIR 3 KYC- KYC of Directors and Designated Partners who has DIN	30th September 2021
2.	Due date of Annual General Meeting	30th September 2021
3.	Holding of board meeting for approval of accounts In order to call the Annual General meeting by giving 21 days clear notice, a board meeting is required to be held on or before 7th September, 2021. Further, the AGM can also be held at shorter notice as well.	By 7th September 2021
4.	Creation of UDIN by Auditors for signing of Audit report and Financial statements for FY 2020-21	By 7th September 2021
5.	Filing of AOC 4- Form for filing	Within 30 days of AGM
6.	Filing of MGT 7 – Annual return	Within 60 days of AGM
7.	Filing of appointment of auditors, in case applicable	Within 15 days of AGM
8.	Filing of ECB return	Within 7 days of close of the month

RESOLUTION FOR AUTHORISATION UNDER GOODS AND SERVICES TAX LAW

 

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE BOARD OF DIRECTORS OF GLOBALBEES BRANDS PRIVATE LIMITED ON ………(DAY)…….(DATE)…………..

 

AUTHORISATION UNDER GOODS AND SERVICES TAX LAW

The Chairman appraised the Board that in its meeting held on ………, ……….(name of the authorized persons), (DESIGNATION) of the Company were authorized for the purpose of GST registration. The Chairman further informed that in addition to above mentioned authorized signatories, ……………………..(name of the authorized person) (Designation) are proposed to be authorized for GST registration and Compliances.

 

The Board discussed the matter and passed the following resolution:

 

“RESOLVED THAT in supersession of all earlier resolutions passed in this regard, the authorized signatories for GST registration and compliances be and are hereby modified.

 

“RESOLVED FURTHER THAT in compliance with the provisions of the Central/State Goods and Services Tax Act, 2017 and made rules thereunder as applicable in respective states of India, consent of the board be and is hereby accorded to make application for registration with the Goods and Services Tax network across all states in India, wherever applicable to the Company, make amendments thereof and periodical compliance for carrying out the operations of the Company.

 

RESOLVED FURTHER THAT ………..(name of the authorized persons), (Designation) of the Company be and are hereby authorized to do all such acts and comply with all the formalities under the aforementioned Statutes/Laws including signing the requisite forms and other relevant documents and to take all such steps, deeds as may be necessary and incidental, including engaging any person on the basis of power of attorney to carry out necessary things and deeds on their behalf, to give effect to the aforesaid resolution.

 

RESOLVED FURTHER THAT all the acts, deeds and things lawfully done by said attorneys by virtue of the aforesaid powers, shall be construed as the acts, deeds and things done by the Company and hereby ratified and confirmed.”

 

 

CERTIFIED TRUE COPY

 

 

 

………..(Name of the Company)

 

Name of the Director

(Designation)

DIN:
Address: