Last date for registration of Independent Director’s extended
Wednesday, April 29, 2020
MCA has extended the last date to
register for existing Independent Director’s with the data bank by upto 30th
June, 2020. Previously it was 30th April, 2020.
Relaxation in holding of AGMs by companies whose financial year
ended on 31st December, 2019
Tuesday,
April 21, 2020
MCA has clarified that if the companies whose financial year
(other than first financial year) has ended on 31st December, 2019, can hold
their AGM for such financial year within a period of 9 months from the closure
of the financial year (i.e. by 30th September, 2020) and the same
shall not be viewed as a violation. The references to due date of AGM or the
date by which the AGM should have been held under the Act or the rules made
thereunder shall be construed accordingly.
MCA allows notice of EGMs held through video
conferencing (VC) or other audio-visual means (OAVM) by way of email
Monday, April
13, 2020
Due to COVID-19
pandemic, MCA vide its Circular dated 08th April, 2020, has issued procedural
guidelines in respect of conduct of extra ordinary general meetings through
video conferencing (VC) or other audio-visual means (OAVM) on or before 30th
September, 2020.
While Circular
dated 08th April, 2020 and Circular No 17/2020 dated April 13, 2020, came as a
welcome relief but it failed to address an important issue i.e. with respect to
issue of notice to members whose email id is not available. After receiving
several representations, MCA vide Circular No 17/2020 dated April 13, 2020 has
allowed sending of notices only through email to members whose email id is
available along with certain other measures.
Following
additional relaxations have been granted:
|
|
For companies which
are required to provide the facility of e-voting or any other company which
has opted for such facility |
For companies which
are not required to provide the facility of e-voting |
|
Manner of sending notice of
meeting to members |
§ Notice to members can be sent through email, where
the same is available. § In respect of members, whose email id is are not
available, in the advertisement to be published in respect of e-voting,
following additional disclosures shall be mad. i. a statement that the EGM through VC or OAVM has been
convened in compliance with applicable provisions of the Act read with
General Circular No. 14/2020, dated 8th April, 2020 and Circular No 17/2020
dated April 13, 2020; ii. the date and time of the EGM through VC or OAVM; iii. availability of notice under section 101 on the
website of the company and the stock exchange; iv. the manner in which the members who have not
registered their email addresses with the company can get the same registered
immediately for casting their vote through remote e-voting or through the
e-voting system during the meeting; v. any other detail considered necessary by the
company. Further the Chairman of the meeting shall
satisfy himself and cause to record the same before considering the business
in the meeting that all efforts feasible under the circumstances have indeed
been made by the company to enable to participate and vote on the items
being considered in the meeting. |
§ Notice to members can be sent through email, where
the same is available. § A copy of the notice shall also be prominently
displayed on the website, if any, of the company. § The company shall contact all those members whose
e-mail addresses are not registered with the company over telephone or any
other mode of communication for registration of their e-mail addresses before
sending the notice for meeting to all its members; or § where the contact details of any of members are not
available with the company or could not be obtained, it shall cause a public
notice by way of advertisement to be published immediately at least once in a
vernacular newspaper in the principal vernacular language of the district in
which the registered office of the company is situated and having a wide
circulation in that district, and at least once in English language in an
English newspaper having a wide circulation in that district and specifying
in the advertisement the following information:-. i. That the company intends to convene a general
meeting in compliance with applicable provisions of the Act read with the
General Circular No. 14/2020, dated 8th April, 2020 and Circular No 17/2020
dated April 13, 2020, for the said purpose it proposes to send notices to all
its members by e-mail after, at least, 3 days from the date of publication of
the public notice; |
|
Transaction of business by
postal ballot |
Companies which are mandatorily
required to provide e-voting facility to members, can transact a business
through postal ballot upto June 30, 2020 or till further orders, whichever is
earlier , in accordance with the Circular dated 8th April 2020 and 13th April
, 2020. The Company shall be duty bound to provide opportunity to its members
to register the email id and provide the same in public notice. Further
result based on e-voting will only be declared for the said purpose. |
Not applicable |
|
Poll during the meeting |
Not applicable |
Members
shall provide assent or dissent to any item which is transacted by poll by
way of email during the course of meeting and not in advance |
MCA clarification on filings under sections 124 & 125 and
rules made thereunder
Monday, April 13,
2020
In Companies
Act, 2013, there are procedures related to transfer of money remaining unpaid
or unclaimed for a period of 7 years and transfer of shares under section 124
read with the IEPFA (Accounting, Transfer and Refund) Rules.
As we know that
MCA has already allowed filing in MCA21 registry without additional fees till
30th September, 2020. Therefore, MCA has clarified that the following necessary
filings can be done by 30th September, 2020 without any additional fees:
|
S. No. |
Forms |
|
1. |
IEPF-1: Statement of amounts credited to Investor Education
and Protection Fund |
|
2. |
IEPF-1A: Statement of Amounts credited to Investor Education
and Protection Fund Pursuant to Rule 5(4A) |
|
3. |
IEPF-2: Statement of unclaimed and unpaid amounts |
|
4. |
IEPF-3: Statement of shares and unclaimed or unpaid dividend
not transferred to the Investor Education and Protection Fund |
|
5. |
IEPF-4: Statement of shares transferred to the Investor
Education and Protection Fund |
|
6. |
IEPF-5: Application to the Authority for claiming unpaid
amounts and shares out of Investor Education and Protection Fund (IEPF) |
|
7. |
IEPF-7: Statement of amounts credited to IEPF on account of
shares transferred to the fund |
FAQs on holding Extra-ordinary General Meeting through video
conferencing (VC) or other audio visual means (OAVM)
Thursday, April 09,
2020
Due to COVID-19
pandemic, MCA vide its Circular dated 08th April, 2020, has issued procedural
guidelines in respect of conduct of extra ordinary general meetings through
video conferencing (VC) or other audio visual means (OAVM) on or before 30th
September, 2020.
While Circular
dated 08th April, 2020 came as a welcome relief but it failed to address an
important issue i.e. with respect to issue of notice to members whose email id
is not available. After receiving several representation, MCA vide Circular No.
17/2020 dated April 13, 2020 has allowed sending of notices through email to
members whose email id is available along with certain other measures.
The guidelines
issued by MCA through various circulars:
http://www.mca.gov.in/Ministry/pdf/Circular14_08042020.pdf
http://www.mca.gov.in/Ministry/pdf/Circular17_13042020.pdf
MCA introduces Companies Fresh Start Scheme, 2020 (CFSS-2020)
Tuesday, March 31,
2020
In line with its circular dated March 24, 2020, MCA
has introduced Companies Fresh Start Scheme, 2020 (“Scheme”) vide
circular no 12/2020 dated March 3, 2020 under Section 460 of the Companies Act,
2013 (“Act”) read with Section 403. The salient features of the Scheme
are given below.
Which companies can take benefit of the Scheme?
Any company which has defaulted in filing any
document, return, statement, etc. with MCA21 registry are eligible (“Eligible
Company”) to participate in the Scheme except the following:
§ Companies against whom action for final notice for
striking-off the name has been initiated under Section 248 of the Act;
(corresponding to section 560 of the CA,1956)
§ Companies which have already filed application for
striking-off name under Section 248 of the Act;
§ Companies which have been amalgamated under scheme of
arrangement or compromise;
§ Companies which have filed application for obtaining
status of ‘dormant company’ under section 455 of the Act;
§ Vanishing companies;
What is the Scheme?
Any Eligible
Company can file any form, statement or return etc., which was required to be
filed under the Act but the Company has defaulted in filing the said form,
return etc. Such belated forms can be filed on payment of normal fees as
prescribed under the Companies (Registration Offices and Fees) Rules, 2014. No
additional fee shall be payable. Thus, filing related defaults can be made good
irrespective of duration of default.
What is the duration of the Scheme?
April 01, 2020
to September 30, 2020
What forms, returns etc., can be filed under the
Scheme?
All forms
including annual forms like AOC-4, MGT-7 can be filed under the Scheme.
The following forms, however
cannot be filed:
§ SH-7 (only for increase of authorized capital)
§ Charge related Forms (CHG-1, CHG-4, CHG-8 and CHG-9)
What benefits are available under the Scheme?
The following
benefits shall be available to every Eligible Company participating under the
Scheme:
§ Exemption from payment of any additional fees;
§ Immunity from prosecution to the extent of default
connected with non-filing of form; and
§ Immunity from proceedings related to adjudication of
penalty under Section 454.
However,
immunity has not granted from any consequential proceedings including any
proceedings involving interests of any shareholder or any other person qua the
Company or its Directors or KMP.
For example,
immunity against non-filing of form PAS-3 under Section 42, can be availed
under the Scheme by filing the Form but immunity from consequential defaults
arising on account of default like utilizing of application money without the
filing the Form PAS-3, will not be granted.
Circumstances under which immunity is not available
under the Scheme?
An Eligible
Company cannot avail any immunity under the Scheme in the following cases:
§ Where any appeal in respect of matter for which
immunity is being sought, is pending before any court of law;
§ Where any management dispute is pending before any
court of law or tribunal;
§ Where the court has ordered conviction in the matter
and no appeal has been filed, before coming into force of this Scheme; and
§ Where penalty has been adjudicated under Section 454
of the Act and no appeal has been filed, before coming into force of this
Scheme.
Further reliefs under the Companies Act, 2013 and LLP Act, 2008
Tuesday, March 24,
2020
In order to support and enable
Companies and Limited Liability Partnerships (LLPs) in India to focus on taking
necessary measures to address the COVID-19 threat, including the economic
disruptions caused by it, the following measures have been implemented by the
MCA to reduce their compliance burden and other risks: –
|
1. |
No additional fees |
No additional fees shall be charged for late filing
during the moratorium period from 01st April to 30th September, 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’. |
|
2. |
Holding of Board meeting |
The mandatory requirement of holding Board meetings
within the intervals of 120 days stands extended by a period of 60 days till
next two quarters i.e., till 30th September, 2020. |
|
3. |
Implementation of CARO, 2020 |
The Companies (Auditor’s Report) Order, 2020 shall
be made applicable from the financial year 2020-2021 instead of being
applicable from the financial year 2019-2020 notified earlier. |
|
4. |
Independent directors meeting |
Independent Directors (lDs) are required to hold at
least one meeting without the attendance of Non-independent directors and
members of management. For the financial year 2019-20, if the IDs of a
company have not been able to hold such a meeting, the same shall not be
viewed as a violation. The lDs, however, may share their views amongst
themselves through telephone or e-mail or any other mode of communication, if
they deem it to be necessary. |
|
5. |
Deposit repayment reserve account |
Requirement to create the deposit repayment 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. |
|
6. |
Debentures repayment reserve account |
Requirement to invest or deposit at least 15% of
amount of debentures maturing in specified methods of investments or deposits
before 30th April 2020, may be complied with till 30th June 2020. |
|
7. |
Commencement of business by newly incorporated
companies |
Newly incorporated companies are required to file a
declaration for Commencement of Business within 180 days of incorporation. An
additional period of 180 more davs is allowed for this compliance. |
|
8. |
Requirement of resident director |
Non-compliance of minimum residency in India for a
period of at least 182 days by at least one director of every company shall
not be treated as a non-compliance for the financial year 2019-20. |
Company Affirmation of Readiness towards COVID-19
Monday, March 23, 2020
In
order to generate greater awareness and confidence, MCA has deployed a simple
web form for companies/ LLPs to confirm their readiness to deal with the
COVID-19 threat. The web based form CAR (Company Affirmation
of Readiness towards COVID-19) may be filed by an
authorised signatory of Companies & LLPs through mobile OTP.
Now, Company may spend CSR amount for COVID-19
Monday, March 23, 2020
Keeping
in view of the spread of COVID-19 (Corona Virus) in India, MCA clarified that
spending of CSR amount for COVID-19 is eligible for CSR activity.
MCA allows board meeting to be held via video conference on
restricted matters for 3 months
Thursday,
March 19, 2020
Considering the need to take precautionary steps to
overcome the outbreak of the coronavirus (Covid-19), MCA has amended the
Companies (Meetings of Board and its Powers) Rules, 2014, to relax the
requirement of holding Board meetings with physical presence of directors in
the following matters:
a) approval of the annual financial statements;
b) approval of the Board’s report;
c) approval of the prospectus;
d) approval of the matter relating to amalgamation,
merger, demerger, acquisition and takeover.
Such meetings may till 30th June, 2020 be held through
video conferencing or other audio visual means by duly ensuring compliance of
rule 3 of the Companies (Meetings of Board and its Powers) Rules, 2014.
