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Evolution of Revolution – Sustainability, Environment-Social-Governance (ESG), Corporate Social Responsibility (CSR) in a new paradigm shift (MCA updates 12 June 2022)

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Thousands of industry leaders have witnessed a revolutionary evolution of ESG and CSR at the campus of Indian Institute of Corporate Affairs (IICA), IMT Maneasr. About 30 top companies exhibited their practices in the sphere of sustainability, Environment-Social-Governance (ESG), and Corporate Social Responsibility (CSR).

School of Business Environment (SoBE) in IICA has set the right directions for companies to be more responsible in their approach towards the society, economy and environment. IICA is a think tank under the Ministry of Corporate Affairs working towards strengthening the ESG-CSR ecosystem in the country among its other initiatives.
 

Shri Rao Inderjit Singh, Union Minister of State for Corporate Affairs was the Chief Guest in the event and participated virtually. He said that Ministry’s contribution in promoting Good Corporate Governance has further facilitated ease of doing business in the country. Government lays strong emphasis on the reinforcement of ‘minimal government & maximum governance’, public trust and ease of doing business. The Government has repealed over 25000 compliances and nearly 1500 union laws. The Amrit Kaal will focus on the next phase of Ease of Doing Business (EoDB 2.0) and Ease of Living and the government following the goal of ‘trust-based governance’ to improve the productive efficiency of capital and human resources. He emphasised that Sustainable Development is now recognized as Fundamental Right of the people. The Supreme Court of India has held that sustainable development is to be treated as an integral part of life under article 21 of the Constitution of India. Hence, complying with the principle of sustainable development is a constitutional mandate. He said that as an Individual everyone has a  great responsibility on their Shoulders. Until individual mindset don’t change Massive revolution are difficult in achieving the SDG Goals.

Shri Rajesh Verma, Secretary, Ministry of Corporate Affairs said that Ministry of Corporate Affairs has made remarkable contributions by introducing Corporate Social Responsibility (CSR) mandate under the Companies Act, and the National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business and also an updated version of National Guidelines on Responsible Business Conduct (NGRBC). The Securities and Exchange Board of India (SEBI) has mandated Business Responsibility and Sustainability (BRSR) reporting on top 1000 listed companies by market capitalization. The foundation of BRSR is inspired by the Ministry of Corporate Affairs’ Report on Business Responsibility Reporting (BRR) and National Guidelines on Responsible Business Conduct. 

Secretary, Corporate Affairs released a book titled “Benchmarking ESG & CSR” a compilation of the case studies on identified practices on sustainable development projects by companies through their ESG and CSR initiatives. The book was edited by Dr. Garima Dadhich and Dr. Ravi Raj Atrey. An essay competition was also organized by IICA, three winners received awards for their best essays by the Secretary, Corporate Affairs. In a Panel discussion on Corporate Governance, Shri Inderdeep Singh Dhariwal, Joint Secretary MCA Chairing the Technical Session 1 spoke about the youth’s contribution towards the revolutionary change of the Corporate Governance. Sh Manoj Pandey Joint Secretary emphasised on Women’ Financial Literacy during the 2nd Technical Session, while Chairing.

Shri Praveen Kumar, Director General and CEO, IICA in his welcome address said that , It is well-known that economy is the backbone of any nation and one of the key drivers of this backbone is the corporate sector. They have played a significant role in the remarkable Indian Growth story and they would have to continue their exceptional contribution to ensure that the economy keeps attaining greater heights. The Ministry of Corporate Affairs (MCA) provides the enabling framework for corporates in order to make them effective contributors to national development. The IICA is the only institution that has a mandate to strengthen corporate affairs in the country.  30 Exhibitors working on ESG-SDG-CSR exhibited their best practices being carried out by them. The Exhibition was inaugurated by Secretary MCA Sh Rajesh Verma. Around 30 Companies participated and exhibited their Best Practices.

Ms Nandita Mishra and other panellists also expressed their views during the technical Sessions.

During the Inaugural programme  winners of the Essay competition were announced .  Topic of the Essay Competition was “Corporate Governance : Evolving Vision For  New India” . The contest was open for the students and young professionals upto the age of 30 years in Bilingual language i.e. Hindi or in English. Tremendous response for this competition was received in terms of entries. 3rd Prize Mr Sartaj Singh 2nd Prize  Ms Nandini Agarwal and the !st prize to Mr Samyak Sanghvi from Ahmedabad were felicitated with the cash prize and a certificate.

In the Technical session on Impactful CSR towards strengthening ESG, Ms Anita Shah Akella, Joint Secretary, Ministry of Corporate Affairs Chairing the technical session stated that Corporate have been playing a key role by making contributions for the betterment of society through their CSR initiatives. Presently they are witnessing a transitional approach from CSR to ESG in their functioning. A women centric approach, a gender sensitive approach, is required in any initiative, particularly when we talk about the CSR and ESG aspects. Particularly the governance aspects of ESG should focus on Women’s Rights in an organizational setting. Other dignified speakers in the panel were Ms Naina Lal Kidwai, Ms Namita Vikas, Dr Inderjeet Singh, Mr. Shrabjeet Sahota, Dr.Suranjali Tondon, Ms Neetu Ahuja and Dr. Garima Dadhich. The panel concluded that to achieve a paradigm shift in ESG and CSR may be destined through such initiatives of the IICA which motivate those doing good work and inspires others to follow. IICA’s upcoming Certified ESG Professional Course will also be a landmark in this sector in country. I

In another technical session emphases was made on Financial Inclusion and Literacy of Women. Dr. Naveen Sirohi, emphasised on importance of women empowerment and financial literacy. The speakers were Shri Manoj Pandey, Joint Secretary, MCA, Sushmita Phukon, Seema Singh, and Namita Vikas. 

Mr Arjan De Wagt Deputy Representative Unicef India, Smt Nandita Mishra – Economic Adviser MCA, Mr Agrim Kaushal Adviser DPE and Shri Vishram Kumar Meena, Additional Dy Commissioner Gurugram also graced the programme.

The event ‘Promoting Impactful CSR and Good Governance’ was organised in collaboration with NITI Aayog, Department of Public Enterprises and Unicef India in light of requirements under Amrit Kaal. The programme was facilitated by Dr Garima Dadhich, Head of School of Business Environment in support with Dr Lata Suresh Head KRC, Dr Ravi Raj Atrey and Ms Sudha Rajagopalan under the able guidance of Shri Praveen Kumar DG & CEO, IICA.

Our dedicated contributions today will witness a great revolutionary change tomorrow and will have far reaching impacts day after, said Dr. Garima Dadhich and Dr. Ravi Raj Atrey Faculty of School of Business Environment in IICA during an interview describing about the book which was released during  the Inaugural session.

Dr Lata Suresh was the master of ceremony during the event who is also a media coordinator.

Press Release dated 12 June 2022

Amendment in Companies (Appointment and Qualification of Directors) Rules, 2014 (MCA Notification dated 10 June 2022)

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In exercise of the powers conferred by section 149 read with section 469 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules further to amend the Companies (Appointment and Qualification of Directors) Rules, 2014, namely: –

1. Short title and commencement.- (1) These rules may be called the Companies (Appointment and Qualification of Directors) Second Amendment, Rules, 2022. (2) They shall come into force on the date of their publication in the Official Gazette.

2. In the Companies (Appointment and Qualification of Directors) Rules, 2014, in rule 6, after sub-rule (4), the following sub-rule shall be inserted, namely: –

“(5) Any individual whose name has been removed from the databank under sub-rule (4), may apply for restoration of his name on payment of fees of one thousand rupees and the institute shall allow such restoration subject to the following conditions, namely :-

(i) his name shall be shown in a separate restored category for a period of one year from the date of restoration within which, he shall be required to pass the online proficiency self-assessment test and thereafter his name shall be included in the databank, only, if he passes the said online proficiency self-assessment test and in such case, the fees paid by him at the time of initial registration shall continue to be valid for the period for which the same was initially paid; and

(ii) in case he fails to pass the online proficiency self-assessment test within one year from the date of restoration, his name shall be removed from the data bank and he shall be required to apply afresh under sub-rule (1) for inclusion of his name in the databank.”.

Amendment in Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016 ( MCA Notification dated 09th June 2022)

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In exercise of the powers conferred by sub-sections (1), (2) and (4) of section 248 read with section 469 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules further to amend the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016 , namely:-

1. Short title and commencement.- (1) These rules may be called the Companies (Removal of Names of Companies from the Register of Companies) Amendment Rules, 2022. (2) They shall come into force on the date of their publication in the Official Gazette.

2. In the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016, –

I. in rule 4, after sub-rule (3), the following sub-rule shall be inserted, namely:─

“(4) (a) Where the Registrar, on examining the application made in Form STK-2, finds that it is necessary to call for further information or finds such application or any document annexed therewith is defective or incomplete in any respect, he shall inform to the applicant to remove the defects and re-submit the complete Form within fifteen days from the date of such information, failing which the Registrar shall treat the Form as invalid in the electronic record, and shall inform the applicant, accordingly.

(b) After the re-submission of the Form or document, if the Registrar finds that the Form or document is defective or incomplete in any respect, he shall give further time of fifteen days to remove such defects or complete the Form, failing which the Registrar shall treat the Form as invalid in the electronic record and shall inform the applicant, accordingly.

(c) Any re-submission of the application in Form STK-2 made prior to the commencement of the Companies (Removal of Names of Companies from the Register of Companies) Amendment Rules, 2022 shall not be counted for the purposes of reckoning the maximum number of re-submissions of such Form.”.

II. for Form No. STK 1, Form No. STK – 5 and Form No. STK-5A, the following Forms shall respectively, be substituted, namely:-

National CSR Exchange Portal

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National CSR Exchange Portal

Launch of National CSR Exchange Portal-  a digital initiative on CSR which will enable stakeholders to list, search, interact, engage and manage their CSR projects on a voluntary basis. The portal is a testimony to the idea of “Technology empowers the less empowered”.

Union Minister for Finance and Corporate Affairs Smt. Nirmala Sitharaman to launch the Iconic Day celebrations of Ministry of Corporate Affairs at Vigyan Bhawan on 7th June 2022

Launching of National CSR Exchange Portal

MCA  released commemorative Postal Stamp on Investor Awareness

A short film on the evolution of Corporate Governance in India is  released

Union Minister for Finance and Corporate Affairs Smt. Nirmala Sitharaman will flag off the Iconic Day celebrations of Ministry of Corporate Affairs (MCA) during Iconic Week of Azadi ka Amrit Mahotsav (AKAM) as a part of the mega celebration of Ministry of Finance and Ministry of Corporate Affairs in New Delhi, tomorrow. The Iconic Day will be celebrated at the Plenary Hall, Vigyan Bhawan.

Union Minister for Finance and Corporate Affairs will grace the occasion the as the Chief Guest and Rao Inderjit Singh, Minister of State for Ministry of Corporate Affairs & MoS (I/C) Ministry of Statistics and Programme Implementation, Ministry of Planning would be the Guest of Honour.

The event will be an amalgam of various industry experts, consumer & investor voices, regulatory experts, professionals, corporate citizens, investors and other stakeholders. During the inaugural session the chief guest will unveil eight major releases, viz:

Releases, Launch & Prize Distribution

  1. Release of Short Film “Journey of Corporate Governance in India: A Panorama”- will majorly include evolution of Corporate Governance in India
  2. Release of Film on Investors Oath –the film on oath will be released and oath will administered in 75 unique locations throughout India, wherein present and prospective investors from all over the country will come together in physical and virtual mode to take oath with under the aegis of IEPFA to become informed and empowered investor.
  3. Release of Commemorative Postal Stamp on Investor Awareness – A unique postal stamp carrying the message of inclusive financial literacy & investor awareness with the mandate of Investor Education & Protection Fund Authority.
  4. Launch of Special Window Facility (for senior citizens of 75 years age and above)- the film shows the unique initiative of IEPFA for Senior Citizens of 75 years age and above.
  5. Launch of National CSR Exchange Portal-  a digital initiative on CSR which will enable stakeholders to list, search, interact, engage and manage their CSR projects on a voluntary basis. The portal is a testimony to the idea of “Technology empowers the less empowered”.
  6. Release of Publication on IBC –Insolvency Now & Beyond-for the benefit of stakeholders of IBC ecosystem in India. The publication is a compilation covering UK experiences and best practices on the emerging areas/ issues under the Insolvency ecosystem in India.
  7. Presentation of awards to winners of National Online Quiz on IBC, 2016-IBBI-  in collaboration with MyGov.in and BSE Investors’ Protection Fund, IBBI has conducted the ‘3rd National Online Quiz on Insolvency and Bankruptcy Code, 2016’, to promote awareness and understanding of the Code among various stakeholders across the country. The Quiz received participation of more than 71,000 participants.
  8. Release of E-Book A Compendium on CSR Compendium – For the benefit of stakeholders and ease of accessing the information, the Ministry of Corporate Affairs compiled all the existing knowledge resources on CSR into a single source, and proposed to release as an e-book “Compendium on CSR”.

Shri Rajesh Verma, Secretary, Ministry  of Corporate Affairs (MCA), along with head of other subordinate and regulatory organisations under the MCA will also be present during the occasion. Various other technical sessions were organized by IEPF Authority, Competition Commission of India, Insolvency and Bankruptcy Board of India, Indian Institute of Corporate Affairs, Professional Institutes viz. ICAI, ICSI, ICoAI.

Different activities conducted by organisations under the Ministry throughout the period of Amrit Mahotsav will also be exhibited during the events.

The event shall include various technical session being organised by IEPF Authority, Competition Commission of India, Insolvency and Bankruptcy Board of India, Indian Institute of Corporate Affairs, Professional Institutes viz. ICAI, ICSI, ICoAI.

The event shall see participation of various industry experts, consumer & investor voices, regulatory experts, professionals, corporate citizens, investors and other stakeholders and would also be webcasted live through social media and Other Channels.

Being the facilitator for Corporate Governance in India, the Ministry of Corporate Affairs has over the past years organized more than 360 programmes on the different themes under this Mahotsav including Ideas @75, Resolve @75, Actions @ 75, Achievements @ 75 and commemorating the freedom struggle. These programmes have been organized involving all key stakeholders at various parts of the country in spirit of Jan Bhagidari.

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MCA Press Release 06th June 2022

MCA : IBBI to hold Conference on “Entrepreneurship Liberty: Freedom of Entry, Competition and Exit” and IP Conclave under Azadi ka Amrit Mahotsav on 10th June 2022

Posted on by Business So Simple in Company Law, IBBI

Insolvency and Bankruptcy Board of India (IBBI) is organising a one-day iconic event on 10th June 2022 at the Habitat Centre, New Delhi, to mark the glorious conclusion of the on-going celebrations across 75 locations across the country, to trace the journey of reforms in the three stages of a business.

Markets need freedom, broadly, at three stages of a business – to start a business (free entry), to continue the business (free competition) and to discontinue the business (free exit). The Insolvency and Bankruptcy Code, 2016 offers a market directed, time bound mechanism for resolution of insolvency, wherever possible, or exit, wherever required, and thereby ensures the ultimate freedom, the freedom to exit, facilitating ease of doing business.

Hon’ble Justice Ashok Bhushan Chairperson, National Company Law Appellate Tribunal will grace the occasion as Chief Guest. Shri Rajesh Verma, Secretary, Ministry of Corporate Affairs; Shri Ashok Kumar Gupta, Chairperson, Competition Commission of India; and Shri Praveen Kumar, DG & CEO, Indian Institute of Corporate Affairs will be the Guests of Honourat the event. The Conference shall be followed by a half day Insolvency Professional Conclave.

Further Shri Dharmender Singh Hon’ble Member (Judicial), National Company Law Tribunal; Shri Avinash K. Srivastava Hon’ble Member (Technical), National Company Law Tribunal; Shri Anant Barua Whole Time Member, Securities and Exchange Board of India Shri Satish Kumar Gupta Insolvency Professional; Shri Debajyoti Ray Chaudhuri MD & CEO, National E-Governance Services Ltd.; Shri Kapil Mantri Head M&A, Jindal Steel and Power Ltd.; Shri Amarjit Singh Chandhiok Senior Advocate; President, INSOL India ; Shri Shardul Shroff Executive Chairman, Shardul Amarchand Mangaldas & Co. and CS Alka Kapoor, COO ICSI IIP will also address the participants at the event.

A publication titled, “Anusandhaan: Exploring New Perspectives on Insolvency” containing 26 research papers that emerged out of an international research conference organized by IBBI and IIM Ahmedabad recently is also scheduled to be released during the inaugural session of the Conference.

Large number of stakeholders of the IBC ecosystem, from across the country, including insolvency professionals, registered valuers, economists, financial creditors, service providers, researchers, students, professionals, regulators, academia and government officers are expected to join the Conference both in physical well as online mode.

Azadi Ka Amrit Mahotsav (AKAM) is an initiative of the Government of India to celebrate and commemorate 75 years of progressive India and the glorious history of its people, culture and achievements. Since the beginning of AKAM celebrations which was started on 12th March, 2021 by the Prime Minister, Shri Narendra Modi. IBBI has organized several activities and events as part of the Mahotsav

For more detailed programme, CLICK HERE.

Ministry of Corporate Affairs Press Release 09th June 2022

SC : Adjudicating authority (NCLT) or the appellate authority (NCLAT) cannot sit in appeal on commercial wisdom of Committee of Creditors

Posted on by Business So Simple in Company Law, Court Room, IBBI, Legal awareness

Case Reference: Vallal Rck Vs Siva Industries And Holdings Limited And Others (Supreme Court) dated 03/06/2022

SC held that when 90% or more of the creditors decide that it will be in the interest of all the stake-holders to permit Settlement Plan filed by promoter of the Corporate Debtor and withdraw Corporate Insolvency Resolution Process as per Section 12A of the IBC, 2016, the adjudicating authority (NCLT) or the appellate authority (NCLAT) cannot sit in appeal over such commercial wisdom of Committee of Creditors.

Revised Format SH-4 (SECURITIES TRANSFER FORM)

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Companies (Share Capital and Debentures) Amendment Rules, 2022 amended Form No. SH-4 (Securities Transfer Form) .

Following declaration required to be given:

In Declaration:

Transferee is not required to obtain the Government approval under the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 prior to transfer of shares;

or

Transferee is required to obtain the Government approval under the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 prior to transfer of shares and the same has been obtained and is enclosed herewith.”

Refer below format:

Refer notification:

Amendment in Securities Transfer Form no. SH-4 (MCA Notification dated 04 May 2022)

Revised FORMAT-DIR-2 (Consent to act as A director of a company) (After MCA Notification dated 01st june 2022)

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As per Rule 8 (Consent to Act as Director) of The Companies (Appointment and Qualifications of Directors) Rules, 2014 :

Every person who has been appointed to hold the office of a director shall on or before the appointment furnish to the company a consent in writing to act as such in Form DIR-2:

Provided that the company shall, within thirty days of the appointment of a director, file such consent with the Registrar in Form DIR-12 along with the fee as provided in the Companies (Registration Offices and Fees) Rules, 2014.

Provided further that in case the person seeking appointment is a national of a country which shares land border with India, necessary security clearance from the Ministry of Home Affairs, Government of India shall also be attached alongwith the consent. ( Inserted by Companies (Appointment and Qualification of Directors) Amendment Rules, 2022 vide MCA Notification dated 01st June 2022)

Revised format given below for your easy reference:

FORM DIR-2

CONSENT TO ACT AS A DIRECTOR OF A COMPANY

[PURSUANT TO SECTION 152(5) AND RULE 8 OF COMPANIES (APPOINTMENT AND QUALIFICATION OF DIRECTORS) RULES, 2014]

To

Name of the Company__________________________

Address of the Company________________________

Subject: Consent to act as a director

I, ______________ hereby give my consent to act as director of __________________________, pursuant to sub-section (5) of section 152 of the Companies Act, 2013 and certify that I am not disqualified to become a director under the Companies Act, 2013.

1. Director Identification Number (DIN):  ___________________________

2. Name (in full): _______________________

3. Father’s Name (in full):  ____________________ 

 4. Address:  __________________________________  

5. E-mail id: __________________________

6. Mobile no.:  ________________________

7. Income-tax PAN:  ________________________

8 . Occupation:  _______________________

9. Date of birth: _______________________

10. Nationality: ________________________

11. No. of companies in which I am already a Director and out of such companies the names of the companies in which I am a Managing Director, Chief Executive Officer, Whole time Director, Secretary, Chief Financial Officer, Manager. ______________________________

12. Particulars of membership No. and Certificate of practice no. if the applicant is a member of any professional Institute. Specifically state NIL if none. _________________________

DECLARATION

i. I declare that I have not been convicted of any offence in connection with the promotion, formation or management of any company or LLP and have not been found guilty of any fraud or misfeasance or of any breach of duty to any company under this Act or any previous company law in the last five years. I further declare that if appointed my total Directorship in all the companies shall not exceed the prescribed number of companies in which a person can be appointed as a Director.

ii. I further declare that –

 I am not required to obtain the security clearance from the Ministry of Home Affairs, Government of India before seeking appointment as director. …… 

Or

 I am required to obtain the security clearance from the Ministry of Home Affairs, Government of India before seeking appointment as director and the same has been obtained and is attached.

Signature: _______________

Date:   ______________                                                        Name:        _______________

Place: _______________                                                     DIN/PAN:    _______________   

Companies (Appointment and Qualification of Directors) Amendment Rules, 2022 (MCA Notification dated 01st June 2022)

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Short title and commencement.-

(1) These rules may be called the Companies (Appointment and Qualification of Directors) Amendment Rules, 2022.

(2) They shall come into force on the date of their publication in the Official Gazette. 2. In the Companies (Appointment and Qualification of Directors) Rules, 2014, ―

(i) in rule 8, after the proviso, the following proviso shall be inserted, namely:-

“Provided further that in case the person seeking appointment is a national of a country which shares land border with India, necessary security clearance from the Ministry of Home Affairs, Government of India shall also be attached alongwith the consent.”;

(ii) in rule 10, in sub-rule (1), the following proviso shall be inserted, namely: –

“Provided that no application number shall be generated in case of the person applying for Director Identification Number is a national of a country which shares land border with India, unless necessary security clearance from the Ministry of Home Affairs, Government of India has been attached alongwith application for Director Identification Number.”.

iii) in the Annexure, –

(A) in Form DIR-2, under the heading Declaration, the existing paragraph, shall be numbered as paragraph

(i) thereof and after the paragraph (i) as so numbered, the following shall be inserted, namely:-

“(ii) I further declare that –

Refer YouTube Video – Click

Amendment in Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (MCA Notification dated 30 May 2022)

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MCA has notified amendment in Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, which requires in case of a compromise or an arrangement or merger or demerger between an Indian company and a company or body corporate which has been incorporated in a country which shares land border with India, a declaration in Form No. CAA-16 shall be required at the stage of submission of application under section 230 of the Companies Act, 2013.

Refer notification: