MCA extends the deadline for conducting extra ordinary general meetings (EGMs) through VC/ OAVM/ Postal Ballot and passing of ordinary/ special resolutions, from 30 June to 30 Sept. 2020, provided the other guidelines of the framework, prescribed earlier, are adhered to.
Subject: Clarification on passing of ordinary and special resolutions by companies under the Companies Act, 2013 read with rules made thereunder on account of Covid-19 – Extension of time- reg.
This Ministry has issued General Circular No. 14/2020 on 8 April, 2020 and General Circular No. 17/2020 on 13th April, 2020 for providing clarifications on passing of ordinary and special resolutions by companies by holding extraordinary general meetings (EGMs) through video conferencing (VC) or other audio visual means (OAVM) or passing of certain items only through postal ballot without convening general meeting. The framework provided in the said Circulars allows companies to hold relevant EGMs or transact relevant business through postal ballots, as per procedure specified therein, upto 30th June, 2020 or till further orders, whichever is earlier. Requests have been received from the stakeholders for extending the period upto which the framework provided in the aforesaid Circulars may be utilized by the companies.
The matter has been examined and it has been decided to allow companies to conduct their EGMs through VC or OAVM or transact items through postal ballot in accordance with the framework provided in the aforesaid Circulars upto 30th September, 2020. All other requirements provided in the said Circulars remain unchanged.
Ministry of Corporate Affairs ( MCA ) has extended the period for names reserved and re-submission of forms.
Issue description and Period/Days of Extension are as below: –
Names reserved for 20 days for new company incorporation.
SPICe+ Part B needs to be filed within 20 days of name reservation
Names expiring any day between 15th March 2020 to 31st May would be extended by 20 days beyond 31st May 2020.
Names reserved for 60 days for change of name of company. INC-24 needs to be filed within 60 days of name reservation.
Names expiring any day between 15th March 2020 to 31st May would be extended by 60 days beyond 31st May 2020.
Extension of RSUB validity for companies.
SRNs where last date of Resubmission (RSUB) falls between 15th March 2020 to 31st May 2020, additional 15 days beyond 31st May 2020 would be allowed. However, for SRNs already marked under NTBR, extension would be provided on case to case basis. Note: Forms will not get marked to (Not to be taken on Record)’NTBR’ due to non-resubmission during this extended period as detailed above. It also includes IEPF Non-STP eForms ( IEPF3, IEPF-5 and IEPF-7)
Names reserved for 90 days for new LLP incorporation/change of name. FiLLiP/Form 5 needs to be filed within 90 days of name reservation.
Names expiring any day between 15th March 2020 to 31st May would be extended by 20 days beyond 31st May 2020.
RSUB validity extension for LLPs.
SRNs where last date of resubmission (RSUB) falls between 15th March 2020 to 31st May 2020, additional 15 days would be allowed from 31st May 2020 for resubmission. However, for SRNs already marked under NTBR, extension would be provided on case to case basis.
Note: Forms will not get marked to (Not to be taken on Record)’NTBR’ due to non-resubmission during this extended period as detailed above.
Extension for marking IEPF-5 SRNs to ‘Pending for Rejection u/r 7(3)’ and ‘Pending for Rejection u/r 7(7)’
SRNs where last date of filing eVerification Report (for both Normal as well as Resubmission filing) falls between 15th March 2020 to 31st May 2020, would be allowed to file the form till 30th Sep 2020. However, for SRNs already marked under ‘Pending for Rejection u/r 7(3)’ and ‘Pending for Rejection u/r 7(7)’, the extension would be provided on case to case basis.
Note: Status of IEPF-5 SRN will not change to ‘Pending for Rejection u/r 7(3)’ and ‘Pending for rejection u/r 7(7)’ till 30th Sep’20.
At as much as 10% of GDP, the big stimulus package did not appear to leave any major sphere untouched.
Over five consecutive days of interaction with the country’s financial media, FM Nirmala Sitharaman provided the break-up of PM Modi’s Rs 20 lakh crore COVID-19 stimulus for India.
At as much as 10% of GDP, the package did not appear to leave any major sphere untouched as Prime Minister Modi brought out the fiscal artillery to complement RBI’s monetary measures spread over the past few weeks, putting India firmly in the league of biggies that have gone all out against the virus.
In his speech, Mr. Modi said his package would focus on land, labour, liquidity and laws, and would deal with such sectors as cottage industries, MSMEs, the working class, middle class and industry. He also talked of focusing on empowering the poor, labourers and migrant workers, both in the organised and unorganised sectors.
Dubbed Atmanirbhar Bharat Abhiyaan, this Covid relief package puts bold reforms at the heart of Modi’s stated plan to make India self-reliant so that any other crisis that may emerge in future could be efficiently tackled. Below we collate all the details that emerged in five tranches over the past five days.
FIRST TRANCHE
MSME measures
Collateral free automatic loans- a move that’ll enable 45 lakh units to restart work and save jobs. 4 year tenor with 12 months moratorium. 100% credit guarantee on principal and interest – Rs. 3 Lakh Crores (60k Cr cover)
Subordinate debt provision of Rs 20,000 crores for 2 lakh stressed MSMEs. Besides, there will be Rs 50,000 crore equity infusion via Mother fund-Daughter fund for MSMEs that are viable but need handholding. A fund of funds with corpus of Rs 10,000 crore will be set up to help these units expand capacity and help them list on markets if they choose.
Definition of MSMEs revised — the move will allow MSMEs to aim for expansion without losing benefits. Differentiation between manufacturing and service units to be removed.
Small units – Investments upto 10 Cr + Turnover upto 50 Cr
Medium units – Investments upto 20 Cr + Turnover upto 100 Cr
Government tenders upto 200 Crores will no longer be on global tender basis. Global tenders will be disallowed for upto 200 Crores. This will make MSMEs eligible to participate in Government purchases.
Post Covid, e-market linkage to be provided for all MSMEs. Receivables by MSMEs from the Central Government and all PSUs will be cleared in next 45 days
For non-bank lenders
Rs 30,000 crore special liquidity scheme for investing in investment grade debt paper of NBFCs, HFCs and MFIs. These NBFCs are those that are also funding MSMEs. These will be fully guaranteed by government of India.
Rs 45,000 crore partial credit guarantee scheme 2.0 for NBFCs. The first 20% loss will be borne by the guarantor that is government of India.
For Discoms, a one-time emergency liquidity injection of Rs 90,000 crore against all their receivables. The states will guarantee it.
For employees
Liquidity relief of Rs 2,500 crore EPF support to all EPF establishments. The EPF contribution will be paid by the govt for another 3 months (till August). It will benefit more than 72 lakh employees.
Statutory EPF contribution for all organisations and their employees covered by EPFO to be reduced to 10% from 12% earlier (This doesn’t apply to govt organisations). This will help infuse Rs 6,750 cr of liquidity into these organisations.
For Power distribution companies
Power distribution companies will get Rs 90,000 crore liquidity against receivables from state-owned Power Finance Corp. and Rural Electrification Corp. This will allow these discoms to pay dues to power producers.
For Contractors & others
An extension of up to 6 months (without costs to contractor) to be provided by all Central Government Agencies like Railways, Ministry of Road Transport & Highways, Central Public Works Dept.
On real estate, urban development ministry will issue advisory to states/UTs so that the regulators can invoke force majeure. The regulators can suo moto extend completion/registration dates for six months for projects expiring on or after March 25, 2020.
A reduction of 25% of existing rates of Tax Deducted at Source (TDS) & Tax Collection at Sources (TCS) from tomorrow till March 31, 2021. This will release Rs 50,000 crores.
Due date of all Income Tax Return filings extended from July 31 to November 30. Vivaad se Vishwas scheme extended till December 31,2020, without any extra payments.
All pending refunds to charitable trusts and non-corporate taxpayers (but including LLP) will be issued immediately
Date of assessments getting barred as on Sep 30, 2020 extended to December 31, 2020. Date of assessments getting barred as on March 31, 2021 extended to September 30, 2021.
SECOND TRANCHE
Focus on migrant workers, small farmers and the poor, in the manner shown below:
Free food for migrants
For those migrants who don’t have NFSA cards or state cards, 5 Kgs of wheat or rice per person and one kg channa per family per month for next two months to be provided and it will reach through the state governments. This will entail Rs 3,500 crore and is likely to benefit around 8 crore migrants.
One Nation, One Ration Card
National Portability Ration Cards can be used in any ration shops that will be applicable across the country. By August 2020, 67 cr beneficiaries in 23 states or 83% of all PDS beneficiaries will get covered. By March 2021, 100 per cent will be covered.
Rental accomodation
Under PM Awas Yojaana, scheme for rental housing for migrant workers. Under the scheme incentives will be offered to private manufacturing units and industrial units to develop affordable housing, converting govt funded houses into affordable renting accommodations for migrant workers. Shall be done on PPP on concessionaire basis. State government agencies will also be incentivised to develop affordable housing.
MUDRA Shishu loan
Those who have availed loans up to Rs 50,000, an interest subvention of 2% for next 12 months after the moratorium period extended by RBI ends. Three crore people will get benefit of Rs 1500 crore.
Street Vendor
Special scheme for street vendors to avail Rs 5,000 crore loan facility. Will be given Rs 10,000 of working capital.
Affordable Housing
Credit-linked subsidy scheme for middle income households in the income group Rs 6-18 Lakh extended to March 2021. The CLSS scheme was operationalised from May 2017 and extended up to March, 2020. Now, it has been extended till March 2021. This will lead to investments of Rs 70,000 crore in housing and kick-start sectors like steel, cement and create jobs.
For Tribals
Rs 6,000 crore worth of proposals have come from states under CAMPA funds. Tribal people will get employment in forest management, wildlife protection/management and other forest related activities.
For Small/Marginal Farmers
The government is extending Rs 30,000 crore additional capital emergency funds through NABARD for post-harvest Rabi and Kharif related activities for small and marginal farmers.
Under the PM Kisan Credit Card, Rs 2 lakh crore of concessional credit to boost farming activities and it will benefit 2.5 crore farmers. Those in animal husbandry and fisheries will also be included.
THIRD TRANCHE
For framers, and such sectors as food processing and allied activities.
For Upgrading Infrastructure
One lakh crore fund for strengthening the farm gate infrastructure like cold chains, post harvest storage infrastructures etc.
Rs 10,000 crore fund for micro food scheme will be executed with cluster based approach. Will benefit 2 lakh Micro Food Enterprises. For instance, Bihar can have Makhana cluster, Kashmir can have Kesar cluster, Telangana can have Turmeric cluster, Andhra can have chilli cluster.
Govt will launch Pradhan Mantri Matsya Sampada Yojana for development of marine and inland fisheries. Rs 20,000 crore will be spent to fill the gaps in value chains. This will lead to an additional fish production of 70 lakh tons in next five years and provide employment to 55 lakh people.
Rs 13,343 crore for vaccination of livestock in India to eradicate foot and mouth disease.
Rs 15,000 crore will be spent on ramping up the dairy infrastructure. Also, investments will be made in cattle feed.
Rs 4,000 crore for growing of herbal and medicinal plants. Ten lakh hectares of land will be used for growing medicinal and herbal plants and will provide income of nearly Rs 5,000 crore for farmers.
Rs 500 crore have been allocated for beekeeping. This will help 2 lakh beekeepers.
TOP to TOTAL: Rs 500 crore for Operation Greens that will be extended beyond tomatoes, potatoes and onion and will applicable to all vegetables.
Proposes amendment to Essential Commodities Act to enable better price realisation for farmers. Food stuffs including edible oils, oilseeds, pulses, onions and potato will be deregulated. And stock limits will be imposed only under exceptional circumstances like famine and surge in prices.
Agriculture Marketing Reforms
32. A central law will be formulated to provide (a) Adequate choices to sell produce at attractive price, (b) Barrier free inter-state trade, and (c) Framework for e-trading of agriculture produce.
Agriculture Produce Price and Quality Assurance
33. Facilitative legal framework will be created to enable farmers for engaging with processors, aggregators, large retailers, exporters etc. in a fair and transparent manner. Risk mitigation for farmers, assured returns and quality standardisation shall form integral part of the framework.
FOURTH TRANCHE
For Upgrading Infrastructure
Included structural reforms in 8 critical sectors- Coal, Minerals Defence Production, Airspace management, Social Infrastructure Projects, Power distribution companies, Space sectors and Atomic Energy.
Coal Sector
Government is introducing the commercial mining of coal. India needs to reduce import of substitutable cal and increase self-reliance in coal production.
34. The investment of Rs. 50,000 crores is for the evacuation of enhanced CIL’s (Coal India Limited) target of 1 billion tons of coal production by 2023-24 plus coal production from private blocks.
Minerals
35. Enhancing private investment in mineral sector.
36. FMalso explained the rationalisation of stamp duty payable at the time of award of mining leases.
37. 500 mining blocks would be offered through an open and transparent auction process, a joint auction of Bauxite & Coal mineral blocks will be introduced to enhance Aluminum industry’s competitiveness.
Defence Production
38. Indigenization of imported spares, separate budget provisioning for domestic capital procurement.
39. FDI limit in defence manufacturing under automatic route is being raised from 49% to 74%.
40. Corporatisation of Ordnance factory board was also announced.
Civil Aviation (Airspace Management, World Class Airports Through PPP, MRO HUB)
41. Restrictions on the utilisation of Indian Air Space will be eased so that civilian flying becomes more efficient.
42. Government is working hard to make India a global hub for for aircraft maintenance, repair and overhaul.
43. Airports Authority of India has awarded 3 airports out of 6 bid for operation & maintenance on (PPP) basis. Additional investment by private players in 12 airports in first & second rounds expected around Rs 13,000 crores.
Power Sector Reforms
44. Power Distribution Companies in Union Territories to be privatised in line with the new tariff policies. This will enable to strengthen industries and bring in efficiency in the entire power sector. This will also enable stability in the sector, announced the FM.
Boosting Private Sector investment
45. Boosting private sector investment in Social Infrastructure through revamped Viability Gap Funding Scheme of Rs 8,100 crores.
Space Sector
46. Boosting private participation in space sectors. Government is working on a liberal geo-spatial policy. Private sector to be co-traveller in India’s space sector journey through launches, satellite services, commented the Finance Minister.
Atomic Energy
47. The government intends to link India’s robust start-up ecosystem to the nuclear sector – Technology Development cum Incubation Centres will be set up for fostering synergy between research facilities and tech entrepreneurs. Establishment of research reactor in PPP mode for production of medical isotopes.
Fifth Tranche
48. MGNREGS: Additional funding of Rs 40,000 crore to the scheme over and above the Budgetary Estimate.
49. Health: All districts will have infectious disease hospitals while at the block-level, public health labs will be set up.
50. Education: PM eVidya programme to be launched immediately. Each Classroom from 1 to 12 will have one TV channel. Special e-content for visually & hearing impaired. Top 100 universities will be permitted to start online courses by May 30, 2020.
51. IBC reforms: Covid-related debt to be excluded from definition of default under the IBC. No fresh insolvency for next one year. Minimum threshold to initiate insolvency raised to Rs one crore from Rs one lakh earlier.
52. Decriminalising Companies Act: Violations under most of the Companies Act to be decriminalised. This will ease the burden on courts and tribunals. Seven compoundable offences under Companies Act being dropped, 5 offences to be dealt under alternative framework.
53. Listing norms: Companies can now list securities directly in foreign jurisdictions
54. New Public Sector Policy: Public sector enterprise policy: All sectors are open to the private sector while public sector enterprises will play an important role in defined areas. Govt will notify strategic areas and in them at least one PSE will remain but private sector will be allowed. In other sectors, PSEs will be privatised.
55. Additional resources to States: Centre has decided to increase borrowing limit of states from 3% to 5% for FY21. This will give extra resources of Rs 4.28 lakh crore to states. This despite, states having borrowed only 14% of the limit authorised to them. 86% remains unutilised. The additional borrowing limit has been linked with initiating reforms.
The finance minister also gave a break up of how the Rs 20 lakh crore was allocated among the five tranches and the previous schemes as well as the RBI measures.
The Ministry of Corporate Affairs has introduced the “Companies Fresh Start Scheme, 2020” and revised the “LLP Settlement Scheme, 2020” which is already in vogue to provide a first of its kind opportunity to both companies and LLPs to make good any filing related defaults, irrespective of the duration of default, and make a fresh start as a fully compliant entity.
The Fresh Start scheme and modified LLP Settlement Scheme provide relief to law abiding companies and the Limited Liability Partnerships (LLPs) amid COVID-19 pandemic.
One Time Opportunity
The USP of both the schemes is a one-time waiver of additional filing fees for delayed filings by the companies or LLPs with the Registrar of Companies during the currency of the Schemes, i.e. during the period starting from 1st April 2020 and ending on 30th September 2020.
Fee Payable for CFSS
Only normal fees for filing of documents in the MCA-21 registry will be payable in such case during the currency or CFSS-2020. There will not be any additional fee for any documents.
Every defaulting company shall be required to pay normal fees as prescribed under the Companies (Registration Offices and FCC) Rules, 2014 on the date of filing of each belated document and no additional fee shall be payable.
Dormant Company
The scheme gives an opportunity to inactive companies to get their companies declared as ‘dormant company’ under Section 455 of the Act by filing a simple application at a normal fee.
Details of CFSS 2020
The scheme shall come into force on the 01.04.2020 and shall remain in force till 30.09.2020
“Defaulting company” means company defined under the Companies Act, 2013, and which has made default in filing of any or the documents, statement, returns, etc including annual statutory documents on the MCA-21 registry
“Immunity certificate”‘ means the certificate referred to in subparagraph (viii) of paragraph 6 of the Scheme;
“Inactive Company” means a company as defined in Explanation (i) to sub-section (l) of section 455(1) of the Companies Act, 2013;
Applicability of CFSS 2020
Any ‘defaulting company’ is permitted to file belated documents which were due for filing on any given date in accordance with the provisions of this Scheme.
Immunity from the launch of prosecution or proceedings for imposing penalty shall be provided only to the extent such prosecution or the proceedings for imposing penalty under the Act pertain to any delay associated with the filings of belated documents.
The Ministry received much representation from the stakeholders to provide a one-time opportunity to file all the pending documents including the annual filing of the company without charging higher additional fees on any delay. The Scheme provides the above opportunity to the inactive company to convert into a dormant company under section 455 of Companies Act, 2013 by filing form MSC-1 with nominal fees & help the inactive companies to remain on ROCs register with minimum compliance requirements.
The defaulting company shall be required to file the belated documents including annual filing by paying nominal fees (without including Additional Fees) as per Companies (Registration Offices and Feel Rules, 2014) as prescribed under the Companies Act, on the date of filing of each belated document.
Both the Schemes also contain a provision for giving immunity from penal proceedings, including against imposition of penalties for late submissions and also provide additional time for filing appeals before the concerned Regional Directors against the imposition of penalties, if already imposed. However, the immunity is only against delayed filings in MCA 21 and not against any substantive violation of the law.
Application for issue of immunity under the CFSS
An application for seeking immunity in respect of belated documents can be filed under the Scheme in the Form CFSS-2020, after closure of the Scheme and after the document(s) are taken on file, or on record or approved by the Designated authority as the case may be but not after the expiry of six months from the date of closure of the Scheme. There is no fee payable on this Form.
Provided also that no immunity shall provide in case any court has ordered conviction in any matter, or an order imposing penalty has been passed by an adjudicating authority under the Act and no appeal has been preferred against such orders of the court or of the adjudicating authority.
Immunity certificate under CFSS-2020
Based on the declaration made in the Form CFS-S-2020, an immunity certificate in respect of documents filed under this Scheme shall be issued by the designated authority.
Effect of immunity
After granting the immunity, the ROC office shall withdraw the prosecution(s) and the proceedings of adjudication of penalties under section 454 of the Act, if any, in respect of defaults against which immunity has been so granted and shall be deemed to have been completed without any further action.
Any other consequential proceedings, including any proceedings involving interests of any shareholder or any other person of the company for its directors or key managerial personnel, would not be covered by such Immunity. If the company appeals against any order of prosecution for penalty passed by the competent court or adjudicating authority, then the company first needs to withdraw its application of appeal and furnish the proof of withdrawal to avail immunity in this CFSS 2020 scheme.
Scheme not to apply
This scheme shall not apply
to companies against which action for final notice for striking off the name u/s 248 of the Act (previously section 560 of Companies Act, 1956 has already been initiated by the ROC.
where any application has already been filed by the companies for action of striking off the name of the company from the register of companies;
to companies which have amalgamated under a scheme of arrangement or compromise under the Act;
where applications have already been filed for obtaining Dormant Status under section 455 of the Act before this Scheme;
to vanishing companies;
Where any increase in Authorized Capital is involved (Form SH7);
also Charge related documents (CHG-I, CHG-A. CHG-8 and CHG-9).
The defaulting inactive companies while filing documents under CFSS-2020 can simultaneously apply for the following actions :
Apply to get themselves declared as Dormant Company under section 455 of the Companies Act, 2013 by filing e-form MSC-I at a normal fee on said form; or
Apply for striking off the name of the company by filing e-Form STK-2 by paying the fee payable on form STK-2.
The finance minister heads the Economic Task Force that was set up by the Prime Minister.
Finance minister Nirmala Sitharaman announced a slew of measures for extension of statutory and regulatory compliances in view of the corona virus pandemic spreading its wings and impacting the economy.
Allaying fears that there is no economic emergency in the country, FM said that the Economic Task Force will soon announce an economic relief package to deal with the impact of the corona virus pandemic on the economy.
These are largely in the area of ease of doing business, by providing reliefs in extension of due dates for compliances and reliefs from late fee and penalties, in view of the lock downs announced in several states and districts.
Income Tax
The last date for filing income tax returns for Financial Year 2018-19, extended from 31st March, 2020 to 30th June, 2020.
Aadhaar-PAN linking date extended from 31st March, 2020 to 30th June, 2020.
Vivad se Vishwas scheme – no additional 10% amount, if payment made by June 30, 2020.
Due dates for issue of notice, intimation, notification, approval order, sanction order, filing of appeal, furnishing of return, statements, applications, reports, any other documents and time limit for completion of proceedings by the authority and any compliance by the taxpayer including investment in saving instruments or investments for roll over benefit of capital gains under Income Tax Act, Wealth Tax Act, Prohibition of Benami Property Transaction Act, Black Money Act, STT law, CTT Law, Equalization Levy law, Vivad Se Vishwas law where the time limit is expiring between 20th March 2020 to 29th June 2020 extended to 30th June 2020.
For delayed payments of advanced tax, self-assessment tax, regular tax, TDS, TCS, equalization levy, STT, CTT made between 20th March 2020 and 30th June 2020, reduced interest rate at 9% instead of 12 %/18 % per annum ( i.e. 0.75% per month instead of 1/1.5 percent per month) will be charged for this period. No late fee/penalty shall be charged for delay relating to this period.
Necessary legal circulars and legislative amendments for giving effect to the aforesaid relief shall be issued in due course.
GST/Indirect Tax
Last date for filing GSTR-3B in March, April and May 2020 extended till the last week of 30th June, 2020 for those having aggregate annual turnover less than Rs. 5 Crore. No interest, late fee, and penalty to be charged.
For any delayed payment made between 20th March 2020 and 30th June 2020 reduced rate of interest @9 % per annum ( current interest rate is 18 % per annum) will be charged. No late fee and penalty to be charged, if complied before till 30th June 2020.
Date for opting for composition scheme is extended till the last week of June, 2020. Further, the last date for making payments for the quarter ending 31st March, 2020 and filing of return for 2019-20 by the composition dealers will be extended till the last week of June, 2020.
Date for filing GST annual returns of FY 18-19, which is due on 31st March, 2020 is extended till the last week of June 2020.
Due date for issue of notice, notification, approval order, sanction order, filing of appeal, furnishing of return, statements, applications, reports, any other documents, time limit for any compliance under the GST laws where the time limit is expiring between 20th March 2020 to 29th June 2020 extended to 30th June 2020.
Necessary legal circulars and legislative amendments to give effect to the aforesaid GST relief shall follow with the approval of GST Council.
Payment date under Sabka Vishwas Scheme extended to 30th June, 2020. No interest for this period shall be charged if paid by 30th June, 2020.
Customs
Custom clearance will operate 24X7 till June 30, 2020.
Due date for issue of notice, notification, approval order, sanction order, filing of appeal, furnishing applications, reports, any other documents etc., time limit for any compliance under the Customs Act and other allied Laws where the time limit is expiring between 20th March 2020 to 29th June 2020 shall be extended to 30th June 2020.
Financial Services
Relaxations for 3 months
Debit cardholders to withdraw cash for free from any other banks’ ATM for 3 months
Waiver of minimum balance fee
Reduced bank charges for digital trade transactions for all trade finance consumers
Corporate Affairs
No additional fees shall be charged for late filing during a moratorium period from 01st April to 30th September 2020, in respect of any document, return, statement etc., required to be filed in the MCA-21 Registry, irrespective of its due date, which will not only reduce the compliance burden, including financial burden of companies/ LLPs at large, but also enable long-standing non-compliant companies/ LLPs to make a ‘fresh start’;
The mandatory requirement of holding meetings of the Board of the companies within prescribed interval provided in the Companies Act (120 days), 2013, shall be extended by a period of 60 days till next two quarters i.e., till 30th September;
Applicability of Companies (Auditor’s Report) Order, 2020 shall be made applicable from the financial year 2020-2021 instead of from 2019-2020 notified earlier. This will significantly ease the burden on companies & their auditors for the year 2019-20.
As per Schedule 4 to the Companies Act, 2013, Independent Directors are required to hold at least one meeting without the attendance of Non-independent directors and members of management. For the year 2019-20, if the IDs of a company have not been able to hold even one meeting, the same shall not be viewed as a violation.
Requirement to create a Deposit reserve of 20% of deposits maturing during the financial year 2020-21 before 30th April 2020 shall be allowed to be complied with till 30th June 2020.
Requirement to invest 15% of debentures maturing during a particular year in specified instruments before 30th April 2020, may be done so before 30th June 2020.
Newly incorporated companies are required to submit commencement of Business certificate within 6 months of incorporation. This is now extended to 12 months.
Non-compliance of minimum residency in India for a period of at least 182 days by at least one director of every company, under Section 149 of the Companies Act, shall not be treated as a violation.
Due to the emerging financial distress faced by most companies on account of the large-scale economic distress caused by COVID 19, it has been decided to raise the threshold of default under section 4 of the IBC 2016 to Rs 1 crore (from the existing threshold of Rs 1 lakh). This will by and large prevent triggering of insolvency proceedings against MSMEs. If the current situation continues beyond 30th of April 2020, we may consider suspending section 7, 9 and 10 of the IBC 2016 for a period of 6 months so as to stop companies at large from being forced into insolvency proceedings in such force majeure causes of default.
Detailed notifications/circulars in this regard shall be issued by the Ministry of Corporate Affairs separately.
Department of Commerce
Extension of timelines for various compliance and procedures will be given. Detailed notifications will be issued by Ministry of Commerce.
Advisory on Preventive measures to contain the spread of COVID19
Advisory on Preventive measures to contain the spread of COVID19
The Ministry of Corporate Affairs ( MCA ) is in the process of developing and deploying a simple web form named CAR (Company Affirmation of Readiness towards COVID-19) for companies/LLPs to confirm their readiness to deal with the COVID-19 threat.
Since the wake of the Novel Coronavirus(COVID-19) affecting over 110 countries including India, the WHO had declared it a Pandemic. Apart from human suffering, it is also causing major economic disruptions. In order to contain the spreading of the virus, the corporate sector is required to play a key role in implementing the strategic policy decision of social distancing, which is most crucial in reducing the rate and extent of disease transmission at the community level.
Taking cognizance of the gravity of the public health situation, the Government in the Ministry of Corporate Affairs has relaxed the rules with respect of Board and dispensed with the necessity of holding physical meetings on matters relating to approval of financial statements, board report, restructuring etc., up to 30th June, 2020. They are also examining any other relaxation under the Companies Act, 2013 that may be necessitated on account of COVID-19.
As part of disaster management to meet this urgent and severe health exigency, all companies/LLPs are strongly advised to put in place an immediate plan to implement the “Work from Home” in the Headquarters and field offices to the maximum extent possible, including by conduct of meeting through video conference or other electronic/telephonic/computerized means. They further instructed that even with the essential staff on duty, staggered timings may be followed so as to minimize physical interaction. Apart from that, the preventive measures including the Do’s and Don’t’s advised by the public health authorities are to be strictly followed.
The Webform named CAR will be deployed on 23rd March 2020. All companies/LLPs are requested to using compliance with the web form named CAR on the 23rd of March instant while following all possible preventive measures to contain the disease and its contagious effect.
Frequently Asked Questions on (CAR) – 2020
1. To whom is this form applicable?
To All Companies / LLP including small companies, private companies, One Person Company (OPC) .All Companies/LLP include the companies, whether incorporated in India or not, but having operations in India.
2. When will the form be deployed?
The form is expected to be deployed on 23rd March, 2020 and is required to be submitted by 30th March, 2020 (extended by a week).
3. Is there any fees for filing the form?
No.
4. Who can file the form on behalf of Companies / LLP?
CS, CFO, Managing Director, Director, Designated Partners or Authorized person who has been authorised for such purposes.
5. Whose Mobile number has to be entered in the form?
In case of Director / Designated Partner signing the form their mobile number will be automatically prefilled from database. In all other case, the Mobile Number shall be editable should be that of the person who is authenticating the form as it has to be verified by a One Time Password (OTP).
6. What if my organization does not have a whole time / permanent employee?
The form still has to be filed, but the Company / LLP will be eased of future compliance burden, if any.
7. Till when does such policy needs to be in place?
The policy needs to be in place till 31st March, 2020 as per present scenario but may be extended based on the review made by appropriate Govt. Authorities.
8. What if I do not adhere to filing of such web form?
There has not been any information on the same but going by the intent of the form, non – filing of it may not lead to any penal outcome.
9. On what basis can I prepare “Work from Home” policy?
This shall be prepared based on the guidelines and advisory issued by the Government from time to time to check the spread of COVID – 19.
10. How to track the filing of form?
Once the form is filed, a system based acknowledgement will be sent to:
The government had issued new norms for auditors, seeking more disclosures in reports, a move which comes after a series of corporate scams and frauds surfaced over the past few years.
CARO 2020 – Companies (Auditor’s Report) Order, 2020
MCA in place of existing the Companies (Auditor’s Report) Order, 2016, has notified CARO 2020 after consultation with the National Financial Reporting Authority constituted under section 132 of the Companies Act, 2013.
Auditor’s report to contain matters specified in paragraphs 3 and 4. – Every report made by the auditor under section 143 of the Companies Act on the accounts of every company audited by him, to which this Order applies, for the financial years commencing on or after the 1st April, 2019, shall in addition, contain the matters specified in paragraphs 3 and 4, of the CARO 2020.
Provided this Order shall not apply to the auditor’s report on consolidated financial statements except clause (xxi) of paragraph 3.
It shall come into force on the date of its publication in the Official Gazette.
CARO 2020 – Key changes/highlights
Matters to be included in auditor’s report, in CARO 2020 – the reporting clauses are more extensive and detailed than were in CARO2016
Unlike CARO 2016, which required reporting on all fixed assets, new reporting requirements pays attention to Property, Plant, Equipment and intangible assets.
Reporting on revaluation of Property, Plant and Equipments by company
Reporting of proceedings under the Benami Transactions (Prohibition) Act, 1988.
Reporting of compliances if company was sanctioned working capital limits in excess of Rs.5 crores or more from banks or financial institutions.
– whether the quarterly returns or statements filed by the company with such banks or financial institutions are in agreement with the books of account of the Company, if not, to give details;
Reporting of investments in or in providing of any guarantee or security or granting any loans or advances to companies, firms, Limited Liability Partnerships or any other parties.
Reporting of compliances with RBI directives and the provisions the Companies Act with respect to deemed deposits.
Reporting with respect to transactions not recorded in the books of account surrendered or disclosed as income in the income tax proceedings.
Comprehensive reporting requirement for default in the repayment of loans / other borrowings or in the payment of interest
– whether the company is a declared wilful defaulter by any bank or financial institution or other lender;
– whether term loans were applied for the purpose for which the loans were obtained; if not, the amount of loan so diverted and the purpose for which it is used may be reported;
– whether funds raised on short term basis have been utilised for long term purposes, if yes, the nature and amount to be indicated
Reporting on treatment by auditor of whistle-blower complaints received during the year by the company
Reporting on internal audit system
– whether the company has an internal audit system commensurate with the size and nature of its business;
– whether the reports of the Internal Auditors for the period under audit were considered by the statutory auditor;
Reporting on cash losses
Reporting on resignation of the statutory auditors
Reporting on uncertainty of company capable of meeting its liabilities
Reporting transfer of unspent CSR amount to Fund specified in Schedule VII
Reporting on qualifications or adverse remarks by the auditors in the CARO reports of companies included in the consolidated financial statements
It is expected that CARO, 2020 will improve the overall quality of reporting by the auditors and thereby lead to “greater transparency and faith in the financial affairs of the companies.”
Subject: Clarification on passing of ordinary and special resolutions by companies under the Companies Act, 2013 read with rules made thereunder on account of Covid-19 – Extension of time- reg.
