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A. Summary of the circular issued by MCA on 29/09/2020

MCA extends the deadline for creation of Deposit Repayment Reserve and Investment of specified amount of maturing debentures under the Companies Act, 2013 and its Rules to 31/12/2020

Through this circular, MCA has further extended the deadline already notified vide its General Circular Nos. 11/2020 and 24/2020 dated 24/03/2020 and 19/06/2020 respectively, with respect to complying with the below provisions to 31/12/2020 (as against earlier revised deadline of 30/09/2020):

  • Creation of Deposit Repayment Reserve for 20% of deposits maturing during the FY 2020-21 under Section 73(2)(c) of the Companies Act, 2013
  • To invest or deposit at least 15% of amount of debentures maturing in specified methods of investments or deposits under Rule 18 of the Companies (Share Capital & Debentures) Rules, 2014

This circular is integrated in out free to use website www.ca2013.com for your easy reference.

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B. Summary of the notifications and circulars issued by MCA on 28/09/2020

1. MCA extends deadlines for various provisions under Companies Act, 2013 and its rules to 31/12/2020

MCA vide its notification and circulars dated 28/09/2020 has extended deadline to 31/12/2020 (as against the earlier deadline of 30/09/2020) with respect to the following

Dealing of restricted matters such as approval of the annual financial statements, Board’s report, prospectus, etc. through video conferencing or other audio-visual means within the framework provided under the Meetings of Board and its Powers Rules.

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Registration with the data bank by those individuals who were acting in the capacity of Independent Directors as on 01/12/2019 as prescribed by under the Companies Act, 2013 and its Rules.

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Applicability of circulars vide nos. 14/2020 and 17/2020 issued on 08/04/2020 and 13/04/2020 respectively, which provided a framework for Companies in conducting their EGMs through VC or Other Audio-Visual Means or transact items through postal ballot.

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Applicability of one-time waiver of additional filing fees for delayed filings on or after 01/04/2020 under Companies Fresh Start Scheme.

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Applicability of waivers granted under LLP Settlement Scheme vide G.S.R. 59 (E) General Circular No.13/ 2020 dated 30/01/2020 and 30/03/2020 respectively.

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2. Extension of condonation of delay in filing Charge related forms under the Scheme for relaxation of time for filing forms related to creation or modification of charges under the Companies Act, 2013

The revised deadlines, pursuant to the circular, are as follows. The other requirements under General Circular No. 23/2020 dated 17/06/2020 remains unaltered.

 Date of Creation/ModificationRevised Due Date 
where the date of creation / modification of charge is before 01/03/2020, but the timeline for filing such form had not expired undersection 77 of the Act as on the said dateIf the form is already filed, the period beginning from 01/03/2020 and ending on 31/12/2020 shall not be reckoned for the purpose of counting the number of days under section 77 or section 78 of the Act
If the form is not filed within such period, the first day after 29/02/2020 shall be reckoned as 01/01/2021 for the purpose of counting the number of days within which the form is required to be filed undersection 77 or section 78 of the Act.  
where the date of creation / modification of charge falls on any date between 01/03/2020 to 30/09/2020 (both dates inclusive)  If the form is filed within such period, the period beginning from date of creation/modification of charge to 31/12/2020 shall not be reckoned for the purpose of counting the number of days under section 77 or section 78 of the Act
If the form is not filed within such period, the first day after creation/modification shall be reckoned as 01/01/2021 for the purpose of counting the number of days within which the form is required to be filed under section 77 or section 78 of the Act.

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C. Summary of the Circular and Press Release issued by MCA on 10/09/2020 and 08/09/2020 respectively

1. MCA extends deadline for submission of Cost Audit Report by the auditor to the Company for the FY 2019-20 to 30/11/2020

The timeline for submission of cost audit report by the Cost Auditor to the Board of Directors has been extended to 30/11/2020 from 27/09/2020 and therefore, Form CRA-4 shall be filed within 30 days from the receipt of such cost audit report by the Company. Where, a company has availed extension for holding AGM, then Form CRA-4 shall be filed within such period as prescribed under proviso to Rule 6(6) of the Companies (Cost Records and Audit) Rules, 2014.

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2. MCA extends timeline to hold AGMs for the FY 2019-20 to 31/12/2020

Due to CoVID-19 pandemic, MCA has directed ROCs to issue orders extending the timeline for holding AGM for FY 2019-20 to 31/12/2020 from 30/09/2020. It is also hereby clarified that no separate application for extension of time in Form GNL-1 need to be filed and the relief granted under the ROC order will be applicable to all pending and rejected applications.

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D. Summary of the notification issued by MCA on 24/08/2020

1. Government allows companies to report CoVID-related research activities as CSR

As a measure to support and encourage companies engaged in research and development (R&D) activity of new vaccine, drugs and medical devices in their normal course of business to undertake active steps to combat CoVID-19, any R&D in the above said areas in relation to CoVID-19 for financial years 2020-21, 2021-22 and 2022-23, shall be treated as eligible CSR expense provided, they are carried in collaboration with institutions such as Department of Biotechnology (DBT), Department of Science and Technology (DST) or any other organization as specified in Item (ix) of Schedule VII to the Companies Act, 2013.

Further, details of such activity shall be disclosed separately in the Annual Report, as part of the CSR in the Board’s Report.

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E. Summary of the Circular issued by MCA on 17/08/2020

1. Application for extension of AGM by Companies whose Financial Year ended on 31st March, 2020

MCA has clarified that companies whose Financial Year ended on 31st March, 2020 and could not hold its AGM by 30th September, 2020, even with relaxations granted vide Circular No. 20/2020 dated 05/05/2020 to conduct AGMs via Other Audio Visual Means (OAVM) need to apply in Form GNL-1 to Registrar on or before 29.09.2020 to seek extension of time (for a period of three months) for holding the same.

MCA has not granted an umbrella extension for holding AGMs to companies whose Financial Year ended on 31st March, 2020.

The Registrar of Companies have been further advised to consider the applications made by each company liberally.

This circular is integrated in our free to use website ca2013.com for easy reference.

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F. Summary of the Circular issued by MCA on 03/08/2020

1. Extension of Relaxation with respect to Dispatch of Notice towards Rights Issue under Companies Act, 2013 by Listed Entities for Rights Issue opening upto 31/12/2020

MCA has extended the relaxation granted for the Listed Companies raising funds via Rights Issue vide its earlier circular dated 11/05/2020 to 31/12/2020 (as against the earlier timeline of 31/07/2020) which waived off the requirement for the listed entities to dispatch notices through postal or courier service under Section 62(1)(a)(i) of the Companies Act, 2013.

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G. Summary of the circulars issued by SEBI on 31/07/2020

1. SEBI clarifies that investors with physical securities are allowed to tender shares in buybacks, open offers and delisting of securities.

SEBI clarifies that shareholders holding securities in physical form are allowed to tender shares in open offers, buy-backs through tender offer route and exit offers in case of voluntary or compulsory delisting and the restriction under Regulation 40(1) of LODR Regulations shall not apply.

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2. SEBI allows extension on use of digital signature certifications for authentication/certification of filings/ submissions made to Stock Exchanges till 31/12/2020

SEBI has permitted Listed entities to authenticate/certify any filing/submission made to stock exchanges on or after July 1, 2020 under the LODR Regulations, using digital signature certificates (DSCs) till December 31, 2020.

Earlier SEBI had permitted the same until June 30, 2020 vide its circular dated April 17, 2020.

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H. Summary of the circular issued by SEBI on 29/07/2020

1. Extension of deadline for the Listed Entities towards submission of financial results for the quarter/half year/financial year ended 30/06/2020 to 15/09/2020

SEBI has extended the timeline for submission of financial results under Regulation 33 of the LODR Regulations, for the quarter/half year/financial year ended 30/06/2020 to 15/09/2020 (as against the original deadline of 14/08/2020).

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I. Summary of the circular issued by SEBI on 27/07/2020

1. SEBI further extends the relaxation relating to procedural matters on Takeovers and Buy-back due to CoVID-19 pandemic pertaining to open offers and buy-back tender offers opening upto December 31, 2020

Through this circular, SEBI has extended the relaxations granted with respect to service of the letter of offer and/or tender form and other offer related material to shareholders, which may be undertaken by electronic transmission as already provided under Regulation 18(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and Regulation 9(ii) of SEBI (Buy-back of securities) Regulations, 2018, vide its earlier circular dated 14/05/2020, and it shall now be applicable to open offers and buy-back tender offers opening up to December 31, 2020 (as against the earlier deadline of July 31,2020).

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J. Summary of the circular issued by MCA on 06/07/2020

1. MCA extends due date by another 60 days for filing of Form NFRA – 2 for FY 2018-19 to 04/09/2020

MCA vide this circular has extended the deadline for filing of Form NFRA – 2 from 210 days (vide its circular dated 30 April 2020) to 270 days from the date of deployment of the aforesaid form on NFRA website, which is 09/12/2019.

With this extension, the revised due date for filing the form shall be 04/09/2020.

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K. Summary of the circular issued by SEBI on 26/06/2020

1. Further extension of relaxation from compliance with respect to time gap between two board / Audit Committee meetings of listed entities

Through this circular, the Board of Directors and Audit Committee of the listed entity are exempted from observing the maximum stipulated time gap of 120 days between two meetings for the meetings held or proposed to be held between the period 01/12/2019 and 31/07/2020 (as against the original relaxed deadline of 30/06/2020) subject to a minimum of four meetings in a year as required under the SEBI Regulations.

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L. Summary of the Circular issued by SEBI on 25/06/2020

1. Further Extension of deadline for submission of Annual Secretarial Compliance Report to 31/07/2020

SEBI has extended the deadline for submission of Annual Secretarial Compliance Report by Listed Entities to 31/07/2020 from its earlier relaxed deadline of 30/06/2020.

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M. Summary of the circular and notification issued by SEBI and MCA on 24/06/2020 and 23/06/2020 respectively.

1. Extension of deadline for Listed Entities for submission of financial results for the quarter/half year/financial year ending 31st March 2020 to 31/07/2020 due to the continuing impact of the CoVID-19 pandemic

SEBI, through this circular, has extended the deadline further from its earlier relaxed deadline of 30/06/2020 to 31/07/2020 with respect to the following –

– submission of financial results under Regulation 33 of the LODR Regulations for the quarter and the year ending 31/03/2020.

– submission of half yearly and/or annual financial results under Regulation 52 of the LODR for the period ending 31/03/2020 for entities that have listed Non-Convertible Debentures (NCDs), Non-Convertible Redeemable Preference Shares (NCRPS), Municipal Debt Securities (MDS) and Commercial Papers (CPs).

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2. Amendment to list of eligible CSR Expenditure under Companies Act, 2013

MCA now allows amount spent towards any measure for the benefit of Central Armed Police Forces (CAPF) and Central Para Military Forces (CPMF) veterans, and their dependents including widows to be treated as eligible CSR expense under the Companies Act, 2013.

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N. Summary of the circular issued by MCA on 19/06/2020

1. MCA extends the deadline for creation of Deposit Repayment Reserve and Investment of specified amount of maturing debentures under the Companies Act, 2013 and its Rules

Through this circular, MCA has further extended the deadline already granted vide its General Circular No. 11/2020 dated 24/03/2020, with respect to the below provisions:

ProvisionRevised Relaxed DeadlineOriginal Relaxed Deadline vide General Circular No. 11/2020 Original Deadline as per the Act
Creation of Deposit Repayment Reserve for 20% of deposits maturing during the FY 2020-21 under Section 73(2)(c) 30 September, 202030 June, 202030 April, 2020
To invest or deposit atleast 15% of amount of debentures maturing in specified methods of investments or deposits under Rule 18 of the Companies (Share Capital & Debentures)Rules, 201430 September, 202030 June, 202030 April, 2020

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O. Summary of notifications issued by MCA on 23/06/2020

1. Extension of deadlines with respect to approval of restricted transactions via Video Conferencing and registration with the data bank by the Independent Directors to 30/09/2020

MCA, vide its notification, has extended the deadlines to 30/09/2020 from 30/06/2020 with respect to the following-

– Dealing of restricted matters such as approval of the annual financial statements, Board’s report, prospectus,etc. through video conferencing or other audio-visual means within the framework provided under the Meetings of Board and its Powers – Rules

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– Registration with the data bank by those individuals who were acting in the capacity of Independent Directors as on 01/12/2019 as prescribed by under the Companies Act, 2013 and its Rules.

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P. Summary of the circular and notification issued by MCA and SEBI on 17/06/2020 and 16/06/2020 respectively

1. MCA condones delay in filing Charge related forms under the Scheme for relaxation of time for filing forms related to creation or modification of charges under the Companies Act, 2013 with effect from 17/06/2020

Highlights of the scheme are as follows:

– Applicable with respect to Forms CHG-1 (Application for registration of creation, modification of charge (other than those related to debentures)) and CHG-9 (Application for registration of creation or modification of charge for debentures or rectification of particulars filed in respect of creation or modification of charge for debentures)

Date of Creation/Modification Revised Due Date 
where the date of creation / modification of charge is before 01/03/2020, but the timeline for filing such form had not expired under section 77 of the Act as on the said date If the form is already filed, the period beginning from 01/03/2020 and ending on 30/09/2020 shall not be reckoned for the purpose of counting the number of days under section 77 or section 78 of the Act
If the form is not filed within such period, the first day after 29/02/2020 shall be reckoned as 01/10/2020 for the purpose of counting the number of days within which the form is required to be filed under section 77 or section 78 of the Act. 
where the date of creation / modification of charge falls on any date between 01/03/2020 to 30/09/2020 (both dates inclusive) If the form is filed within such period, the period beginning from date of creation/modification of charge to 30/09/2020 shall not be reckoned for the purpose of counting the number of days under section 77 or section 78 of the Act
If the form is not filed within such period, the first day after creation/modification shall be reckoned as 01/10/2020 for the purpose of counting the number of days within which the form is required to be filed under section 77 or section 78 of the Act.

– Fees as mentioned in the Scheme shall be payable depending on date of filing of the forms.
– The scheme shall not apply to the situations mentioned in the said Circular.

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Q. Summary of the Circular issued by MCA on 15/06/2020

1. Extension of validity of Circulars issued by MCA on conducting Extra Ordinary General Meeting (EGMs) via Video Conferencing (VC) or transacting items through Postal Ballot to 30 September, 2020

Through this Circular, MCA has extended the applicability of its circulars vide nos. 14/2020 and 17/2020 issued on 08/04/2020 and 13/04/2020 respectively, which provided a framework for Companies in conducting their EGMs through VC or Other Audio-Visual Means or transact items through postal ballot to 30/09/2020 from 30/06/2020.

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R. Summary of the Notification issued by MCA on 26/05/2020

1. MCA amends Schedule VII of the Companies Act, 2013 to include ‘PM CARES Fund’ as an eligible CSR expenditure, with effect from 28/03/2020

Through this notification, MCA has now amended the Schedule VII of the Act, to explicitly include ‘Prime Minister’s Citizen Assistance and Relief in Emergency Situations Fund (PM CARES Fund)’ as an eligible CSR expenditure under item no (viii) of Schedule VII of the Companies Act, 2013.

This is further to the clarification vide Office memorandum F. No. CSR-05/1/2020-CSR-MCA dated 28th March, 2020, which stated that Contribution made by a Company to ‘PM CARES Fund’ can be treated as a CSR expenditure under item no (viii) of Schedule VII of the Act, which enumerates Contribution to any fund set up by the Central Government for socio – economic development and relief as eligible CSR expenditure.

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S. Summary of the circular issued by SEBI on 20/05/2020

1. SEBI issues advisory on disclosure of material impact of CoVID–19 pandemic on listed entities under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘LODR’)

Through this advisory, SEBI has emphasized the need for listed entities to ensure the availability and access to information on the impact of CoVID-19 and its consequences on the company and its operations and timely communication of the same to its investors and stakeholders. This requirement on material disclosure is already mandated by:

  • Regulation 30(3) of the LODR which specifies that a listed entity shall make disclosures of events specified in Para B of Part A of Schedule III of LODR, based on application of the guidelines for materiality,
  • Guidance issued by SEBI vide Circular No. CIR/CFD/CMD/4/2015 dated 09/09/2015 on disclosures causing disruptions of operations due to natural calamity, force majeure and other events and
  • Regulation 51(1) of the LODR which requires prompt dissemination to the stock exchange(s) by entities that have listed NCDs and NCPRs, of all information having bearing on the performance/operation of the listed entity, price sensitive information or any action that shall affect payment of interest or dividend.

In this context, having regard to the requirements of Regulation 4(2)(e) of the LODR on disclosure and transparency, SEBI has provided an illustrative list of qualitative and quantitative information that listed entities may consider disclosing, subject to the application of materiality. Further, listed entities may specify/include the impact of the CoVID-19 pandemic on their financial statements, while submitting its financial statements under Regulation 33 of the LODR.

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T. Summary of the Circulars issued by SEBI on 14/05/2020

1. SEBI relaxes applicability of SEBI Circular dated October 10, 2017 on non-compliance with the Minimum Public Shareholding (MPS) requirements

Through this circular, SEBI has relaxed the applicability of its earlier circular dated 10/10/2017, which laid down the procedure to be followed by the recognized stock exchanges/depositories with respect to MPS non-compliant listed entities, their promoters and directors, including levy of fines, freeze of promoter holding etc.

As per this circular, Stock Exchanges are advised not to take any penal action towards any non-compliance by the Listed entities for whom the deadline to comply with MPS requirements falls between the period from March 1, 2020 to August 31, 2020. Penal actions, if any, initiated by Stock Exchanges from March 1, 2020 till date for non-compliance of MPS requirements by such listed entities may be withdrawn.

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2. SEBI grants relaxations relating to procedural matters on Takeovers and Buy-back due to CoVID-19 pandemic pertaining to open offers and buy-back tender offers opening upto July 31, 2020

Through this circular, SEBI has granted relaxations with respect to service of the letter of offer and/or tender form and other offer related material to shareholders, which may be undertaken by electronic transmission as already provided under Regulation 18(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and Regulation 9(ii) of SEBI (Buy-back of securities) Regulations, 2018, subject to the guidelines prescribed in the said circular with respect to electronic dispatch of forms and related material, pertaining to open offers and buy-back tender offers opening up to July 31, 2020.

Provisions with respect to SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 are integrated in our free-to-use website ca2013.com for your ready reference.

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U. Summary of the circular and order issued by SEBI and NCLT on 12/05/2020

1. Additional relaxation in relation to compliance with certain provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 due to Covid-19 pandemic

Following is the summary of relaxations granted by SEBI –

RegulationRelaxation
Requirement of sending physical copies of annual report to shareholders under Regulation 36 (1)(b) and (c) & Regulation 58 (1)(b) and (c) (entities which have listed their NCDs and NCRPs) Physical dispatch of necessary documents under the said regulations are dispensed with for listed entities who conduct their AGMs during the calendar year 2020 (i.e. till December 31, 2020).
Requirement of proxy for general meetings under Regulation 44 (4), requiring sending of proxy forms to holders of securities in all cases mentioning that a holder may vote either for or against a resolution.For listed entities who conduct their AGMs through electronic mode during the calendar year 2020 (i.e. till December 31, 2020), this requirement is waived off
Requirement of dividend warrants/cheques under Regulation 12, where ‘payable at par’ warrants or cheques to be physically dispatched in case it is not possible to use electronic modes of payment The requirements of this regulation will apply upon normalization of postal services. In cases where email addresses of shareholders are available, listed entities shall endeavour to transfer electronically, as prescribed under the Regulations
Publication of advertisements in newspapers, as required under regulation 47 and 52(8)Publication of advertisements in newspapers are extended for all events scheduled till June 30, 2020 (as against the original extended date of May 15, 2020)
In case a listed entity has subsidiaries, the listed entity shall submit quarterly/year-to-date consolidated financial results, under Regulation 33(3)(b)a) Listed entities which are banking and / or insurance companies or having subsidiaries which are banking and / or insurance companies may submit consolidated financial results under regulation 33(3)(b) for the quarter ending June 30, 2020 on a voluntary basis. However, they shall continue to submit the standalone financial results as required under regulation 33(3)(a) of the LODR.
b) If such listed entities choose to publish only standalone financial results, they shall give reasons for the same.

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V. Summary of the circular issued by MCA on 11/05/2020

1. Relaxation with respect to Dispatch of Notice towards Rights Issue under Companies Act, 2013 by Listed Entities for Rights Issue opening upto 31/07/2020

In line with various procedural relaxations granted by SEBI with respect to Rights Issue opening upto 31/07/2020 vide its circular dated 06/05/2020 due to CoVID-19 pandemic, MCA, too, has clarified that the inability of listed entities to dispatch notices through postal or courier service under Section 62(1)(a)(i) of the Companies Act, 2013 would not be viewed as violation of Section 62(2) of the Act, which requires notice to be dispatched through registered post or speed post or through electronic mode or courier or any other mode having proof of delivery to all the existing shareholders at least three days before the opening of the issue.

Aforesaid circular is integrated in our free-to-use website www.ca2013.com for your ready reference.

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W. Summary of the circular issued by MCA on 05/05/2020

1. MCA allows Companies to conduct Annual General Meetings(AGMs) for the calendar year 2020 through Video Conferencing facility due to CoVID-19 pandemic

Through this circular, MCA has permitted Companies to hold AGMs for the calendar year 2020 though electronic means. Below are the highlights of the said circular:

  • Companies which intends to hold AGM through electronic mode to adhere to the framework provided in circulars 13/2020 and 17/2020 issued on 08/04/2020 and 13/04/2020 respectively, dealing with conducting of Extra ordinary General meetings and manner of issuing notices.
  • Auditor’s report and other meeting related documents to be sent to the members and other entitled persons via email only.
  • Information as prescribed in the said circular with respect to convening of AGM via electronic mode should be published in the newspaper, prior to sending the notice and other meeting documents to members etc.
  • Companies to make adequate provisions to enable the members give their mandate for receiving dividends directly in their bank accounts through the Electronic Clearing Service (ECS) or any other means.
  • Companies, which are not required to provide e-Voting facility under the Companies Act, can conduct AGMs via electronic means subject to satisfying the criteria specified in the aforesaid circular.

Aforesaid circular is integrated in our free-to-use website www.ca2013.com for your ready reference.

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X. Summary of the circular issued by SEBI on 23/04/2020

1. SEBI extends deadline for top 100 Listed Entities by market capitalization whose Financial Year (FY) ended on 31/12/2019 for holding Annual General Meetings (AGMs) to September 2020

In line with the MCA Circular No. 18/2020 dated 21/04/2020 extending due date for holding AGM by Companies whose FY ended on 31/12/2019, SEBI, too, has extended the deadline to 30/09/2020 for holding of AGMs under Regulation 44(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘LODR’) by the ‘top 100 Listed Entities based on market capitalization’ whose FY ended on 31/12/2019

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Y. Summary of the circular issued by MCA on 21/04/2020

1. MCA extends deadline to Companies whose Financial Year (FY) ended on 31/12/2019 for holding Annual General Meetings (AGMs) by 3 months to September 2020

In line with the various relaxations provided by MCA due to CoVID-19 pandemic, it has now extended the deadline to nine months (i.e. 30/09/2020), as against the original deadline of six months from the close of the FY (not being the first FY) and not later than a period of 15 months from the last AGM, for holding AGMs by Companies whose FY ended on 31st December, 2019.

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Z. Summary of the circulars and notifications issued by NSE, SEBI and IBBI on 17/04/2020

1. Additional relaxations in compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘LODR’) due to the COVID-19 pandemic

Below is the summary of relaxations granted by SEBI under the regulations indicated hereunder:

S. No.Regulation Relaxation Original Provision 
1.Prior intimation to Stock Exchanges about Board Meetings under Regulation 29(2)2 days before the board meeting, for meetings held till July 31, 2020. At least 5 days before the meeting if financial results are to be considered;
2 working days in other cases. 
2.Submission of information regarding loss of share certificates and issue of the duplicate certificates, to the stock exchange under Regulation 39(3)For intimations to be made between March 1, 2020 to May 31, 2020, any delay in submission of information doesn’t attract penaltyWithin two days of receipt of information by the company 
3.Publication of Advertisement in newspapers by entities that have listed NCDs and NCRPs under Regulation 52(8) Exempted till May 15, 2020 

Further, SEBI has also clarified that authentication / certification of any filing / submission made to stock exchanges under LODR may be done using digital signature certifications until June 30, 2020.

The notification is integrated in our free-to-use website ca2013.com for your ready reference.

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2. SEBI relaxes strict enforcement of specified regulations to boost technological innovation in the Indian Securities Markets ecosystem

Though the introduction of Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2020, SEBI has amended the specified regulations to encourage technological innovation in the securities markets, where the applicants, upon satisfying the criteria specified by the Board, may be exempted from enforcement of all or any of the provisions of the list of SEBI regulations specified in the said regulation for a period as may be specified but not exceeding twelve months. During the exempted period, the approved applicant could engage in live testing (‘regulatory sandbox’) of new products, processes, services, business models, etc. and the same may be deployed on a limited set of eligible customers in the securities markets.

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3. NSE issues revised deadlines for complying with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, and SEBI (Depositories and Participants) Regulations, 2018 due to CoVID-19 pandemic

To enable Indian Corporates that have listed their shares with NSE in tracking the revised due dates so as to comply with various compliances under the aforesaid regulations, NSE has issued a revised compliance calendar, in line with the extensions in deadlines granted by SEBI. The compliance calendar issued by NSE is integrated in our free-to-use website ca2013.com for your ready reference.

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AA. Key highlights of Circulars issued by MCA on April 13, 2020

1. MCA issues clarification on passing of ordinary and special resolutions by Companies under the Companies Act, 2013 and its Rules, due to CoVID-19 pandemic.

MCA vide this Circular intends to remove the difficulties faced by the stakeholders. This circular is in continuation to its earlier Circular dated April 8, 2020 which detailed the procedures on convening of EGM through VC or other Audio Visual Means.

This circular broadly covers the following areas:

  • Manner and mode of issue of notices to the members.
  • Requirement for voting by show of hands.
  • Passing of certain items only through postal ballot without convening a general meeting.
  • Sending of emails by members where a poll on any items is required.

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2. Circular on filings under Section 124 and 125 of CA, 2013

With the intent of responding to various representations received from stakeholders for seeking relaxations in relation to filings and procedures pertaining to IEPF Rules, MCA vide its circular dated April 13, 2020 has clarified that relaxations in terms of the same have already been provided through waiver on additional fees till 30th September 2020 that may arise in case of delayed filings.

The circulars are integrated in our free to use website ca2013.com.

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AB. Summary of the General Circular issued by MCA on 08/04/2020

1. MCA issues clarification on passing of ordinary and special resolutions by Companies under the Companies Act, 2013 and its Rules, due to CoVID-19 pandemic.

In line with the various relaxations provided by the MCA to combat Corona Virus and ensure social distancing, MCA has issued an advisory which needs to be followed by companies holding an EGM on or before June 30, 2020 for passing of ordinary and special resolutions.

The key highlights of the advisory are:

  • EGM to be held via video conferencing or other audio visual means for which no provision was earlier facilitated under Companies Act, 2013
  • Recorded transcripts of the proceedings shall be maintained by all companies and for public companies, same to be made available on its website
  • Facility of two way conferencing to be enabled to ensure members and participants do not face any challenges in posing questions
  • Facility to permit participation of at least 1000 members
  • Resolutions passed under this mechanism shall be filed with the RoC within 60 days from the date of such meeting and compliance towards these advisories must be indicated in such filings

The details of the procedure are integrated in our free-to-use website ca2013.com for your ready reference.

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AC. Key highlights of Circulars issued by MCA on March 30, 2020:

1. Companies Fresh Start Scheme, 2020

The Ministry of Corporate Affairs, has introduced the “Companies Fresh Start Scheme, 2020” which is a first of its kind opportunity to companies to make good any filing related defaults, including failure to file Annual Returns, irrespective of duration, and make a fresh start as a fully compliant entity.

The scheme provides a one-time waiver of additional filing fees for delayed filings during the currency of the Scheme, i.e. from 1st April 2020 to 30th September 2020.

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2. Amendment to LLP Settlement Scheme, 2020

In line with extension of Section 460 of Companies Act, 2013 for condonation of delay to LLPs vide G.S.R. 59 (E) Dated 30th January 2020, MCA had notified LLP Settlement Scheme, 2020 which came into force on 16th March 2020.

Further, MCA vide its circular dated 30th March 2020, has made certain amendments to the original scheme, which shall come in force from 1st April 2020. The highlights of the amendments are:

  • Extending the cut-off date for the applicability of the scheme to 31st August 2020 as against original date of 31st October 2019.
  • Waiver of any kind of additional fees as against Rs. 10 per day subject to a maximum of Rs. 5000 per document in the original scheme.
  • Inclusion of definition of “belated documents” to include all documents due for filing as against only Form 3, Form 4, Form 8, Form 11.
  • Extension of the validity of the scheme from 13th June 2020 to 30th September 2020.Aforesaid circular is integrated in our free-to-use website ca2013.com for your ready reference.

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AD. Summary of the memorandum, circular and notifications issued by MCA, SEBI and IBBI during 27/03/2020 – 29/03/2020

1. Designated fund to deposit CSR Contribution towards CoVID-19 Pandemic

Further to the recent notification, which enabled any contribution to the fund set up by the Central Government in mitigating CoVID-19 pandemic, as an eligible CSR expenditure under Schedule VII of the Companies Act, 2013, the Government of India has set up the Prime Minister’s Citizen Assistance and Relief in Emergency Situations Fund’ (PM CARES Fund) with the primary objective of dealing with any kind of emergency or distress situation such as that posed by COVID 19 pandemic.

Therefore, any contribution made to the PM CARES Fund shall qualify as CSR expenditure under the Companies Act, 2013.

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2. Relaxation of compliance to Listed Entities under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 due to the COVID-19 pandemic.

SEBI has extended the deadlines with respect to compliance with certain disclosure-related provisions under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as notified in its circular to help reduce the burden on shareholders and promoters of target companies due to CoVID-19 pandemic.

Details of the notification are integrated in our free-to-use website www.ca2013.com for your quick reference.

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3. Extension of fee payment deadline by the Insolvency Professional and timelines for intimation for appointment/cessation of director/partner in Insolvency Professional Entity(IPE) with effect from 28th March, 2020

IBBI, vide the Insolvency and Bankruptcy Board of India (Insolvency Professionals) (Amendment) Regulations, 2020, has extended the deadline to 30th June, 2020, (as against the earlier deadline of 30th April, 2020) for payment of 0.25% of the professional fee earned to the Board towards the services rendered by the IP in the FY 2019-20.

Further, the timeline to intimate the Board on any appointment or cessation of director/partner in the IPE, where such change falls within the period 28th March, 2020 to 31st December, 2020, shall be done within 30 days from the date of such change.

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4. Extension of deadlines with respect to certain provisions in the Schedule under Insolvency and Bankruptcy Board of India (Model Bye-Laws and Governing Board of Insolvency Professional Agencies) Regulations, 2016 with effect from 28th March, 2020

IBBI, vide this notification, has extended the deadline to 30 days in case of deemed approval of issuance/renewal of an assignment and appeal to membership committee by the aggrieved applicant under Clauses 12A(5) and 12A(7) of the aforesaid regulation, respectively.

It is to be noted that this extension will be effective on and from the date of commencement of the Insolvency and Bankruptcy Board of India (Model Bye-Laws and Governing Board of Insolvency Professional Agencies) (Amendment) Regulations, 2020 to 30th September 2020.

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5. Exclusion of lock-down period in counting the days for various timelines under Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016

IBBI, in line with the other regulatory bodies, has notified vide Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) (Third Amendment) Regulations, 2020 that the period of lock down imposed by the Central Government in the wake of COVID- 19 outbreak shall not be counted for the purposes of the time-line for any activity that could not be completed due to such lock down, in relation to CIRP. This provision shall come into effect from 29th March, 2020.

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AE. Summary of the circular issued by SEBI on 26/03/2020

1. Additional relaxation measures issued by SEBI to Listed entities due to CoVID-19 pandemic

To reduce the burden of Indian Corporates due to nation-wide lockdown, SEBI has granted further relaxations from compliance with respect to certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR), including Regulation 47, which requires publishing, in the newspapers, information such as notice of the Board meeting, financial results etc. and the SEBI circular dated January 22, 2020 relating to Standard Operating Procedure.

The relevant provisions are integrated in our free-to-use website www.ca2013.com for your ready reference.

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AF. Summary of the Order, Circular, Notification issued by MCA and IBBI on 24/03/2020 and 25/03/2020

1. Summary of the Relief Measures introduced by MCA under Companies Act, 2013 and Limited Liability Partnership Act, 2008 in view of COVID-19 outbreak

Sr. No. Provision under Companies Act, 2013, LLP Act, 2008, as the case may beRelaxation (Revised Deadline, Waiver etc.) Original Deadline, if applicable
1.Filing of Returns, Documents etc with MCA-21 by Companies/LLPs No additional fee shall be levied, irrespective of the due dates, during 1 April, 2020 - 30 September, 2020 
2.Maximum time gap between two Board Meetings under Section 173180 days – A one-time relaxation for the period 1 April, 2020 - 30 September, 2020 120 days
3.Applicability of Companies (Auditor’s Report), Order 2020FY 2020-21 onwardsFY 2019-20 onwards
4.Independent Directors(IDs) meeting under Para VII(1) of Schedule IV Waiver of IDs meeting for FY 2019-20 Minimum of one ID meeting to be conducted every FY.
5.Creation of Deposit Repayment Reserve for 20% of deposits maturing during the FY 2020-21 under Section 73(2)(c) 30 June, 202030 April, 2020
6.To invest or deposit at least 15% of amount of debentures maturing in specified methods of investments or deposits under Rule 18 of the Companies (Share Capital & Debentures) Rules, 2014 30 June, 202030 April, 2020
7.Filing of Declaration of Commencement under Section 10A360 days from the date of Incorporation 180 days from the date of incorporation
8. Requirement of companies to have minimum residency of at least one director under Section 149Waiver for FY 2019-20 Minimum period of stay in India by the director should be at least 182 days during the FY

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2. Extension of applicability of additional fee for delayed filing of Form as described under Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) (Second Amendment) Regulations, 2020

In line with the relief measures granted by the Central Government to Indian corporates, IBBI has also extended the deadline to 1st October, 2020 (as against the earlier deadline of 1st April, 2020), from which the schedule of additional fee, as prescribed under 40B(4), for every calendar month of delay in filing of Forms by the Insolvency Professional as required under 40B(1) of the said regulation shall be made applicable.

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AG. Key highlights of Circulars issued by MCA and SEBI

1. Expenses made towards Novel Coronavirus (COVID – 19) to qualify as CSR Expense

Keeping in view the decision by Government of India to treat COVID – 19 as a notified disaster, and to mobilise funds for effective recovery of economy, MCA vide its circular dated March 23, 2020 has clarified that expenses made towards COVID – 19 shall qualify as a CSR Expense under heads specified in clause (i) and (xii) of Schedule VII of Companies Act, 2013.

These measures highlight steps taken by government at large to encourage the participatory role of corporates in building the nation during critical times.

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2. SEBI circular dated March 23, 2020 on Relaxation from compliance with certain provisions of the LODR and other SEBI circulars due to the COVID -19 virus pandemic

In continuation to its circular dated March 19, 2020, Market Regulator, SEBI has granted relaxation to all listed entities, issuers who have listed or are proposing to list NCDs/NCRPS/CPs/MDS, with regard to due dates for various compliance and filings such as financial results, large corporate disclosure, filings for issuers of municipal debt securities, disclosures in offer document etc.

This decision is made in order to facilitate conduct of business while taking necessary precautions against coronavirus.

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AH. Key Compliance under Companies Act, 2013 and IB Code, 2016 Amendment!

1. Deployment of form on “Company Affirmation of Readiness towards COVID-19”

Having made an appeal to the corporate sector for implementing a strategic policy on social distancing, which is most critical for reducing community transmission of the Novel Coronavirus (COVID – 19), all companies are expected and strongly advised by MCA to put in place an immediate plan to implement the “Work From Home” policy as a temporary measure.

As a measure to build confidence and to assess the readiness of the companies to deal with COVID-19 threat in India, MCA has deployed a voluntary form named CAR (Companies Affirmation of Readiness towards COVID – 19) which is a simple web-based form with minimum fields and which can be filed from anywhere. There is no requirement of DSC and does not involve payment of any fee.

Stakeholders are requested to note and voluntarily file the form. No penalty or enforcement action shall arise in case of non-filing. The form and related FAQs are integrated in our free to use website www.ca2013.com.

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AI. Summary of Notifications and Circulars issued by MCA and SEBI on 19/03/2020 and 18/03/2020

1. The Companies (Meetings of Board and its Powers) Amendment Rules, 2020

In line with MCA bulletin on its website confirming the government’s in-principle decision to relax the requirement of holding Board Meeting’s with physical presence of Directors as mandated under Companies Act, 2013 until June 30, 2020, MCA vide its notification dated March 19, 2020 has amended the Companies (Meetings of Board and its Powers) Rules,2014.

With this notification, w.e.f. March 19, 2020 until June 30, 2020, the restricted matters under Rule 4 such as approval of the annual financial statements, Board’s report, prospectus,etc. may now be held through video conferencing or other audio-visual means within the framework provided by Rule 3.

This decision is in order to facilitate conduct of business while taking necessary precautions against coronavirus.

This further envisages the dependence professionals will make on technology that enables conducting paperless board meetings from remote location while maintaining data security and integrity.

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2. SEBI Circular regarding relaxation from compliance with certain provisions of the LODR, 2015 due to the COVID -19 virus pandemic

Through the Circular dated March 19, 2020, the Market regulator, SEBI has grants relaxation to all listed entities that have listed their specified securities, with regard to due dates for various compliance and filings such as compliance certificate on share transfer facility, statement of investor complaints, secretarial compliance report,corporate governance report, shareholding pattern and financial results.

Further, the Board of Directors and Audit Committee of the listed entity are exempted from observing the maximum stipulated time gap of one hundred twenty days between two meetings for the meetings held or proposed to be held between the period December 1, 2019 and June 30, 2020 subject to minimum four meetings in a year.

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AJ. Summary of bulletin issued by MCA on 18/03/2020

1. Relaxation in holding Board Meeting with physical presence of Directors to enable people take necessary precautions against coronavirus

MCA has issued a bulletin on its website confirming the government’s in-principle decision to relax the requirement of holding Board Meeting’s with physical presence of Directors as mandated under Companies Act, 2013 until June 30, 2020.

The restricted matters under Rule 4 of Companies (Meetings of Board and its Powers) Rules, 2014 such as approval of the annual financial statements, Board’s report, etc. may now be held through video conferencing or other audio visual means within the framework provided by Rule 3.

This decision is in order to facilitate conduct of business while taking necessary precautions against coronavirus. Necessary changes in the rules are expected to be notified soon.

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