Companies Act 2013: Latest Amendments & Compliance Requirements
Directors and companies must implement these amendments
immediately to avoid penalties, disqualifications, and operational
disruptions. Below is a concise guide to the key changes and corresponding
compliance actions under the Companies (Amendment) Acts of 2024–2025.
1. Director KYC (Form DIN-3 KYC)
- Effective
Date: Directors with active DINs as of March 31, 2025 must file by
September 30, 2025.
- Action:
Submit DIR-3 KYC via the MCA21 portal or DIR-3 KYC-WEB for subsequent
years.
- Penalty:
₹5,000 late fee; DIN deactivation until filing.
- Documentation:
Self-attested PAN, Aadhaar, proof of residence, passport-size photograph.
2. MCA V3 Portal Filings (AOC-4 & MGT-7)
- Effective
Date: July 14, 2025.
- Action:
- Attach photos
of the registered office with proper signage (English & local
language).
- Include
at least one board member in the office photograph.
- Use
DSC mapped to that director for filing.
- Penalty:
₹10,000 per default for incorrect or missing attachments.
3. Extended Director Liability Periods
- Sections
77 & 162 Amendments:
- Recovery
proceedings now extend beyond 5 years (indefinite in “good
cause” cases).
- Delinquency
actions can be initiated up to 60 months post-resignation, with
potential further extension.
- Action:
Maintain all board minutes, resolutions, and approval records for at
least seven years.
4. Beneficial Ownership & KYC of Significant
Beneficial Owners (SBO)
- Effective
Date: Ongoing enforcement.
- Action:
- Identify
SBOs holding ≥10% shares or voting rights.
- File Form
BEN-1 for initial disclosure and BEN-2 for changes within
30 days of event.
- Penalty:
₹25,000 per default; ₹100 daily thereafter.
5. CSR Compliance Updates
- Effective
Date: FY 2024–25 reporting.
- Action:
- Companies
with net worth ≥₹500 cr, turnover ≥₹1,000 cr, or net profit ≥₹5 cr must
spend 2% of three-year average net profit on CSR.
- Disclose
unspent CSR funds and reasons in Board report; remit unspent amounts to
specified funds within six months.
- Penalty:
₹25 000 per day for non-compliance.
6. Related-Party Transactions (RPT)
- Effective
Date: April 1, 2025.
- Action:
- Obtain prior
shareholder approval for material RPTs (threshold: 10% of
consolidated turnover).
- Independent
directors must review and report on arm’s-length terms.
- Penalty:
Transaction voidable; director liability for losses.
7. Enhanced Financial Disclosures
- Effective
Date: FY 2024–25 filings.
- Action:
- Disclose
loans, investments, and guarantees in Schedule III to the
financial statements.
- Include standalone
and consolidated segment reporting.
- Penalty:
₹1 lakh–₹5 lakh for misstatements.
8. Larger Shareholder Threshold for Special Resolutions
- Effective
Date: March 31, 2025.
- Action:
- Special
resolution threshold increased from 75% to 90% for sale of
undertakings, mergers, and winding up.
- Penalty:
Resolution invalid; potential litigation.
9. Digital Signature Certificate (DSC) Requirements
- Effective
Date: Ongoing.
- Action:
- Directors
must use Class 2 or Class 3 DSCs registered on MCA
portal.
- Annual
validity checks and reissuance before expiry.
- Penalty:
Form filings rejected; additional filing delays.
10. Additional Secretarial Audits
- Effective
Date: For companies meeting both criteria in FY 2024–25:
- Paid-up
share capital ≥₹5 cr and turnover ≥₹100 cr.
- Action:
- Conduct
and annex secretarial audit report (Form MR-3) to the Board’s report.
- Penalty:
₹25,000 per day for delayed audit.
Immediate Next Steps for Compliance Teams
- Create
a compliance calendar aligning all deadlines (DIR-3 KYC, BEN-2,
AOC-4, CSR remittance).
- Update standard
operating procedures to integrate new photo and DSC requirements.
- Conduct training
sessions for directors and company secretaries on extended liability
and RPT rules.
- Engage
external legal and secretarial auditors for independent reviews.
- Establish document
retention policies ensuring seven-year archives of minutes, filings,
and disclosures.
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