LLP settlement Scheme, 2020: Allow a One-time condonation of delay in filing statutorily required documents with the Registrar

The government is set to launch an amnesty scheme for Condonation of delay in filings by limited liability partnership (LLP) firms, in a move that could benefit around 20-25% of these.

LLP is a corporate structure that combines the flexibility of a partnership and advantages of limited liability of a company at a low compliance cost. Currently, there are around 1.5 lakh LLPs in India, with about 1.3 lakh active firms.

The scheme will allow those who have not filed forms 3 and 4 as well as forms 8 and 11 to file the returns with an additional fee of Rs 10 a day with an overall cap of Rs 5,000. Currently, for each day of delay in filing any of these forms, the penalty is Rs 100 a day.

While forms 8 and 11 deal with the financial statement, form 3 relates to initial agreement. “There are many companies which have not been able to file form 3 for 10 years, for them the penalty can be Rs 3.5 lakh or more. Now, they can clear the default by simply paying a fee of Rs 5,000,” adding that MCA will notify the scheme in a day or two.

The move is meant to make life easier for businesses and help them cure problems that they may be facing due to non-filing of returns.

But getting to this point has been a complicated affair as the LLP Act, 2008 does not provide for such a mechanism. As a result, MCA first used provisions of the Companies Act to extend the scheme to LLPs, using a special provision of the LLP Act.

General Circular No. 6/2020

F.No.17/61/2016(CL-V)-Pt-I

GOVERNMENT OF INDIA

MINISTRY OF CORPORATE AFFAIRS

5″ Floor, ‘A’ Wing Shastri Bhawan, Dr. R.P. Road, New Delhi Dated: 4″ March, 2020

To,

Sir,

All Regional Directors/All Registrars of Companies, All Stakeholders.

Subject:-LLP settlement Scheme, 2020-reg.

It has been almost over a decade since LLP Act came into being. The Limited Liability Partnership (LLP) is viewed as an alternative corporate business vehicle that provides the benefits of Limited Liability but allows its members the flexibility of organizing their internal structure as a partnership based on a mutually arrived agreement. Owing to flexibility in its structure and operation, the LLP often become the preferred option for small enterprises.

2. It has come to the notice of Government that a large number of LLPs have defaulted in filing Form (3) viz. LLP Agreement and changes therein and statutory return viz. Form-8- Statement of Account & Solvency (Annual or Interim) and Form-11- Annual Return of LLP. In the event of requisite forms not being filed within prescribed time presently LLPs may file such documents on payment of additional fee for one hundred rupees for every day of such delay under Section 69 of the LLP Act in addition to any fee as is payable for filing of such document or return.

3. A large number of representations were received from various quarters for waiver of fee or condonation of delay and relaxations in additional fee on the ground of excessive financial burden.

4. It is also noted that a large number of LLPs are not filing their due statutory documents (i.e. Information with regard to LLP agreement and changes etc., Notice of Appointment of Partner/ Designate Partner etc. and other Annual filing documents i.e. Statement of Account & Solvency and Annual Returns) in a timely rainier with the Registrar. Form 3 is filed for filing Information with regard to LLP agreement and changes, if any made therein and Form-4 is for filing Notice of Appointment of Partner/ Designated Partner, his consent etc. which are required to be filed with the prescribed fee.

5. Due to this, the records available in the electronic registry are not updated and they are not available to the stakeholders for inspection. Further, due to not filing the required documents on time the LLPs and their designated partners are liable for criminal prosecution and the said LLPs cannot be closed till all compliances are completed.

6. As part of Government’s constant efforts to promote ease of doing business it has been decided to give a Onetime relaxation in additional fees to the defaulting LLPs to make good their default by filing pending documents and to serve as a compliant LLP in future.

7. The Central Government in exercise of its power u/s 460 of the Companies Act, 2013 (extended to LLPs vide Gazette Notification No. G.S.R. 59(E) Dated 30th January, 2020 u/s 67 (2) of the Limited Liability Partnership Act, 2008) has decided to introduce a scheme namely “LLP Settlement Scheme, 2020”, by allowing a One-time condonation of delay in filing statutorily required documents with the Registrar.

8. The details of the scheme are as under:

(i.) This scheme shall come into force on the 16th March, 2020 and shall remain in force up to 13th June, 2020.

(ii.) Definitions: In this scheme, unless the context otherwise requires, –

(a) “Act” means the Limited Liability Partnership Act, 2008;

(b) “LLP” means a LLP as defined in Section 2 of the Limited Liability Partnership Act, 2008;

(c) “defaulting LLP” means a LLP registered under the Limited Liability Partnership Act, 2008 which has made a default in filing of documents on the due date(s) specified under the LLP Act, 2008 and rules made there under;

(iii.l Applicability: – Any “defaulting LLP” is permitted to file belated documents, which were due for filing till 31• October, 2019 in accordance with the provisions of this Scheme:

(iv) Manner of payment of fees and additional fee on filing belated document for seeking immunity under the Scheme – The defaulting LLPs may themselves avail of the scheme for filing documents which have not been filed or registered in time on payment of additional fee Rs 10/- per day for delay in addition to any fee as is payable for filing of such document or return, provided that such payment of additional fee shall not exceed Rs. 5,000/- per document.

(vi) Immunity from prosecution in respect of document(s) filed under the scheme – The defaulting LLPs, which have filed their pending documents till 13a June 2020 and made good the default, shall not be subjected to prosecution by Registrar for such defaults.

(vii.) Scheme not to apply to certain documents –

(a.) This Scheme shall not apply to the filing of documents except the following documents:-

(i.) Form-3- Information with regard to limited liability partnership agreement and changes, if any, made therein;

(ii.) Form-4- Notice of appointment, cessation, change in name/ address/designation of a designated partner or partner and consent to become a partner/ designated partner;

(iii.) Form-8- Statement of Account & Solvency (Annual or Interim); (iv.) Form-11- Annual Return of Limited Liability Partnership (LLP).

(b.) This Scheme shall not apply to LLPs which has made an application in Form 24 to the Registrar, for striking off its name from the register as per provisions of Rule 37(1) of the LLP Rules, 2009.

9. On the conclusion of the Scheme, the Registrar shall take necessary action under the LLP Act, 2008 against the LLPs which have not availed this Scheme and are in default in filing of documents as required under the provisions of LLP Act, 2008 in a timely manner.

10. This issues with the approval of the competent authority.

Your faithfully,

(Chandan Kumar) Deputy Director (Policy)

Copy to:

(i) E-Governance Section and web contents Officer to place this circular on the Ministry website, and;

(ii) Guard File.

“Clarification on Officer in default in case of Independent Directors, non-promoters and non-KMP non-executive directors”

Clarification on prosecutions filed or internal adjudication proceedings initiated against Independent Directors, non-promoters and non-KMP non-executive directors.

http://www.mca.gov.in/Ministry/pdf/Circular_03032020.pdf

http://www.mca.gov.in/Ministry/pdf/Notification_02032020.pdf

Section 462 of the companies Act, 2013 (18 of 2013), the Central Government, in the public interest, hereby makes the following further amendments in the notification of the Government of India, in the Ministry of Corporate Affairs

In the said notification:-

(i) for serial number 1 and the entries relating thereto, the following serial numbers and entries shall be substituted namely:-

Chapter l, Clause (45) of Section 2. ln clause (45), the following Explanation shall be inserted, namely:-

Explanation.- For the purposes of this clause, the “paid-up share capital” shall be construed as “total voting power”, where shares with differential voting rights have been issued.

Chapter ll, Section 4.

In section 4, in sub-section (1), in clause (a), the words ‘in the case of a public limited company, or the last words “Private Limited” in the case of a private limited Company’ shall be omitted.

(ii) for serial number 26 and the entries relating thereto, the following serial number and entries shall be substituted, namely:-

Chapter XII, first and second proviso to sub-section (1) of section 188

Shall not apply to –

(a) a Government company in respect of contracts or arrangements entered into by it with any other Government company, or with Central Government or any State Government or any combination thereof;

(b) a Government company, other than a listed company, in respect of contracts or arrangements other than those referred to in clause (a), in case such company obtains approval of the Ministry or Department of the Central Government which is administratively in charge of the company, or, as the case may be, the State Government before entering into such contract or arrangement.

http://www.mca.gov.in/Ministry/pdf/rule_28022020.pdf

Central Government hereby makes the following rules further to amend the companies (Appointment and Qualification of Directors) Rules, 2014,

(1) These rules may be called the Companies (Appointment and Qualification of Directors) Amendment Rules, 2020.

(2) They shall come into force on the date of their publication in the Official Gazette.

In the Companies (Appointment and Qualification of Directors) Rules, 2014, in rule 6, –

(a) in sub-rule (1), in clause (a), for the words ,three months, the words “five months” shall be substituted;

(b) in sub-rule (4),-

(i) for the first proviso, namely:- the following proviso shall be substituted, namely-

“Provided that an individual shall not be required to pass the online proficiency self-assessment test, when he has served as a director or key managerial personnel, for a total period of not less than ten years, as on the date of inclusion of his name in the databank, in more of the following, namely:-

(a) listed public company; or

(b) unlisted public company having a paid-up share capital of rupees ten crore or more; or

(c) body corporate listed on a recognized stock exchange

(ii) in the second proviso, for the word ,companies, the words “companies or bodies corporate” shall be substituted.

MCA.GOV.IN

www.mca.gov.in

An important legislative change, if undertaken by the central government, could potentially reduce the pendency of cases in the Supreme Court by half, believes former Supreme Court Justice AK Sikri. The radical reform that Justice Sikri outlines require the Centre to amend Article 136 of the Constitution so that cases which are at the state level and arise out of state laws are dealt with by the respective high courts instead of burdening the Supreme Court.

“There should be an amendment to Article 136. All those issues that are at the state level and arise out of state laws — why should those SLPs be allowed right up to Supreme Court? After all, the High Court of the state is the highest court of the land. Land reform, rent control, etc… They (HCs) know better what is happening there. The judgment of the High Court should be final,” he said, addressing a book launch event in Delhi.

Justice Sikri added that certain state laws carry punishments of up to 2-3 years. “Why should cases come to SC when they have already been tested at three or four stages up to the High Court. If such amendments (Article 136) are made, they could knock-off 40-50% of the cases and time available to the Supreme Court would be much more for dealing with the important cases,” he added.

https://www.google.com/url?sa=t&source=web&rct=j&url=http://164.100.47.4/BillsTexts/RSBillTexts/asintroduced/terminat-E-7%25202%252020.pdf&ved=2ahUKEwjeqP73_fPnAhWOf30KHZUPCwgQFjABegQIARAB&usg=AOvVaw1DY1Dv8un4ozVVhs9HovJQ

A Bill has been introduced in Rajya Sabha seeking to provide minimum 9 months’ time with assured income in case of termination of employees due to economic slowdown, employer becoming insolvent and change in technology among others.

The Terminated Employees (Welfare) Bill, 2020, was introduced recently. It proposes that, if an employee gets terminated due to economic slowdown, change in technology, court order, the employer becomes insolvent and the owner is unable to carry business and change of government, then he is entitled for unemployement benefits.

This Act shall not apply to terminated employee who has been terminated for any of the following reasons:-

(a)proven misconduct;

(b) cheating;

(c) indulging with fraudulent means and appropriate money; or

(d) having been found guilty by a criminal court of justice.

An employee whose employment is terminated for the reasons of the winding up of the organization or the establishment due to:—

(i) economic slowdown; or

(ii) change in technology in the respective field; or

(iii) the owner or director managing the affairs of the establishment becoming insolvent; or

(iv) the orders of any court; or

(v) incurring losses and unable to carry on the business; or

(vi) the change in Government policy;

shall be entitled to such unemployment compensation health insurance benefits or any other benefits as may be prescribed by the Central Government, if such benefits are not part of the employee employer agreement, for nine months or till the time he gets employed elsewhere, whichever is earlier.

NOTE 1:- The period of nine months shall include the notice period to be served by the employer before termination.

NOTE 2:- The unemployment compensation shall be admissible if the employer does not provide any severance package to the terminated employee or the severance package is less than the compensation provided under this Act.

The unemployment compensation shall not be less than sixty per cent. of the gross salary of the terminated employee or as per the terms of the employee-employer agreement, whichever is higher and it shall be borne by the employer. Health insurance benefit shall continue till the period as specified for nine months or till the time he gets employed elsewhere, whichever is earlier with the same terms and conditions which prevailed during his employment.

A terminated employee shall be entitled to the terminal benefits on the cessation of employment like provident fund, gratuity, leave encashment etc. Benefits notified shall be paid to the terminated employee from the month following the month on which termination is communicated to the employee or completion of the notice period, if any, whichever is earlier. If due to any reason, the employer is not able to pay the benefits within one month from the date of the termination of the employment, the employer shall pay to the terminated employee an interest at the rate of twelve per cent. per month for such delay.

Nothing in this Act shall apply to any terminated employee if benefits admissible under the employee-employer agreement, are higher than the benefits prescribed under this Act.

Every employer shall create a corpus fund to which at least five per cent of the net profit of the organization shall be credited, which shall be used for the welfare of terminated employees.

Every employer shall be entitled to solicit contribution from any organization, individual or trust for the purpose of maintaining the fund, in such manner as may be, prescribed. Fund shall also be utilized for the following purposes, namely:-

(a) payment of expenditure in connection with the education of the children of the terminated employees; and

(b) medical facilities, free of cost, in such a manner as may be prescribed.

Central Government shall, after due appropriation made by Parliament by law in this behalf, provide adequate funds for carrying out the purposes of this Act.

http://www.mca.gov.in/Ministry/pdf/Orders_25022020.pdf

APPLICABILITY OF CARO 2020

MCA HAS NOTIFIED THE REVISED ORDER WHICH MAY BE CALLED THE COMPANIES (AUDITOR’S REPORT) ORDER, 2020 AND SHALL COME INTO FORCE ON THE DATE OF ITS PUBLICATION IN THE OFFICIAL GAZETTE I.E. 25-02-2020.

APPLICABILITY OF CARO: The revised CARO shall apply to every company including a foreign company.

EXCEPTIONS:

1. a banking company,

2. an insurance company,

3. a Section 8 Company,

4. a One Person Company,

5. a small company,

6. a private limited company (not being a subsidiary or the holding company of a public company) having a paid-up capital and reserves and surplus, not more than ONE CRORE RUPEES as on the balance sheet date and which does not have total borrowings exceeding ONE CRORE RUPEES from any bank or financial institution at any point of time during the financial year and which does not have a total revenue exceeding TEN CRORE RUPEES during the financial year as per the financial statements.

The CARO will now have the mandatory disclosure on CSR w.r.t transfer of the unspent amount to a Fund specified in Schedule VII and the amount remaining unspent to the special account within a specified period.

MATTERS TO BE INCLUDED IN AUDITOR’S REPORT:

The auditor’s report on the accounts of a company to which this Order applies shall include a statement on the following matters, namely:-

(i)(a) (A) whether the company is maintaining proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment;

(B) whether the company is maintaining proper records showing full particulars of intangible assets;

(b) whether these Property, Plant and Equipment have been physically verified by the management at reasonable intervals; whether any material discrepancies were noticed on such verification and if so, whether the same have been properly dealt with in the books of account;

(c) whether the title deeds of all the immovable properties (other than properties where the company is the lessee and the lease agreements are duly executed in favour of the lessee) disclosed in the financial statements are held in the name of the company, if not, provide the details thereof in the format below:-

1. Description of Property.

2. Gross Carrying Value.

3. Held in the name of

4. Whether promoter, director of their relative or employee.

5. Period held

6. Reason for not being held in the name of the company. (also indicate if in dispute)

(d) whether the company has revalued its Property, Plant and Equipment (including Right of Use assets) or intangible assets or both during the year and, if so, whether the revaluation is based on the valuation by a Registered Valuer; specify the amount of change, if change is 10% or more in the aggregate of the net carrying value of each class of Property, Plant and Equipment or intangible assets;

e) whether any proceedings have been initiated or are pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder, if so, whether the company has appropriately disclosed the details in its financial statements;

(ii) (a) whether physical verification of inventory has been conducted at reasonable intervals by the management and whether, in the opinion of the auditor, the coverage and procedure of such verification by the management is appropriate; whether any discrepancies of 10% or more in the aggregate for each class of inventory were noticed and if so, whether they have been properly dealt with in the books of account;

(b) whether during any point of time of the year, the company has been sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks or financial institutions on the basis of security of current assets; 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, give details;

(iii) whether during the year the company has made investments in, provided any guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any other parties, if so,-

(a) whether during the year the company has provided loans or provided advances in the nature of loans, or stood guarantee, or provided security to any other entity [not applicable to companies whose principal business is to give loans], if so, indicate-

(A) the aggregate amount during the year, and balance outstanding at the balance sheet date with respect to such loans or advances and guarantees or security to subsidiaries, joint ventures and associates;

(B) the aggregate amount during the year, and balance outstanding at the balance sheet date with respect to such loans or advances and guarantees or security to parties other than subsidiaries, joint ventures and associates;

(b) whether the investments made, guarantees provided, security given and the terms and conditions of the grant of all loans and advances in the nature of loans and guarantees provided are not prejudicial to the company’s interest;

(c) in respect of loans and advances in the nature of loans, whether the schedule of repayment of principal and payment of interest has been stipulated and whether the repayments or receipts are regular;

(d) if the amount is overdue, state the total amount overdue for more than ninety days, and whether reasonable steps have been taken by the company for recovery of the principal and interest;

(e) whether any loan or advance in the nature of loan granted which has fallen due during the year, has been renewed or extended or fresh loans granted to settle the overdues of existing loans given to the same parties, if so, specify the aggregate amount of such dues renewed or extended or settled by fresh loans and the percentage of the aggregate to the total loans or advances in the nature of loans granted during the year [not applicable to companies whose principal business is to give loans];

(f) whether the company has granted any loans or advances in the nature of loans either repayable on demand or without specifying any terms or period of repayment, if so, specify the aggregate amount, percentage thereof to the total loans granted, aggregate amount of loans granted to Promoters, related parties as defined in clause (76) of section 2 of the Companies Act, 2013;

(iv) in respect of loans, investments, guarantees, and security, whether provisions of sections 185 and 186 of the Companies Act have been complied with, if not, provide the details thereof;

(v) in respect of deposits accepted by the company or amounts which are deemed to be deposits, whether the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules made thereunder, where applicable, have been complied with, if not, the nature of such contraventions be stated; if an order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal, whether the same has been complied with or not;

(vi) whether maintenance of cost records has been specified by the Central Government under sub-section (1) of section 148 of the Companies Act and whether such accounts and records have been so made and maintained;

vii) (a) whether the company is regular in depositing undisputed statutory dues including Goods and Services Tax, provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues to the appropriate authorities and if not, the extent of the arrears of outstanding statutory dues as on the last day of the financial year concerned for a period of more than six months from the date they became payable, shall be indicated;

(b) where statutory dues referred to in sub-clause (a) have not been deposited on account of any dispute, then the amounts involved and the forum where dispute is pending shall be mentioned (a mere representation to the concerned Department shall not be treated as a dispute);

viii) whether any transactions not recorded in the books of account have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961), if so, whether the previously unrecorded income has been properly recorded in the books of account during the year;

(ix) (a) whether the company has defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender, if yes, the period and the amount of default to be reported as per the format below:-

1. Nature of borrowing including debt securities.

2. Name of lender.

3. Amount not paid on due date

4. Whether Principal or interest.

5. No. of days delay or unpaid.

6. Remarks, if any.

(b) whether the company is a declared wilful defaulter by any bank or financial institution or other lender;

(c) 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;

(d) whether funds raised on short term basis have been utilised for long term purposes, if yes, the nature and amount to be indicated;

(e) whether the company has taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures, if so, details thereof with nature of such transactions and the amount in each case;

(f) whether the company has raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies, if so, give details thereof and also report if the company has defaulted in repayment of such loans raised;

(x) (a) whether moneys raised by way of initial public offer or further public offer (including debt instruments) during the year were applied for the purposes for which those are raised, if not, the details together with delays or default and subsequent rectification, if any, as may be applicable, be reported;

(b) whether the company has made any preferential allotment or private placement of shares or convertible debentures (fully, partially or optionally convertible) during the year and if so, whether the requirements of section 42 and section 62 of the Companies Act, 2013 have been complied with and the funds raised have been used for the purposes for which the funds were raised, if not, provide details in respect of amount involved and nature of non-compliance;

xi) (a) whether any fraud by the company or any fraud on the company has been noticed or reported during the year, if yes, the nature and the amount involved is to be indicated;

(b) whether any report under sub-section (12) of section 143 of the Companies Act has been filed by the auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government;

(c) whether the auditor has considered whistle-blower complaints, if any, received during the year by the company;

xii) (a) whether the Nidhi Company has complied with the Net Owned Funds to Deposits in the ratio of 1: 20 to meet out the liability;

(b) whether the Nidhi Company is maintaining ten per cent. unencumbered term deposits as specified in the Nidhi Rules, 2014 to meet out the liability;

(c) whether there has been any default in payment of interest on deposits or repayment thereof for any period and if so, the details thereof;

(xiii) whether all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act where applicable and the details have been disclosed in the financial statements, etc., as required by the applicable accounting standards;

(xiv) (a) whether the company has an internal audit system commensurate with the size and nature of its business;

(b) whether the reports of the Internal Auditors for the period under audit were considered by the statutory auditor;

(xv) whether the company has entered into any non-cash transactions with directors or persons connected with him and if so, whether the provisions of section 192 of Companies Act have been complied with;

(xvi) (a) whether the company is required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934) and if so, whether the registration has been obtained;

(b) whether the company has conducted any Non-Banking Financial or Housing Finance activities without a valid Certificate of Registration (CoR) from the Reserve Bank of India as per the Reserve Bank of India Act, 1934;

(c) whether the company is a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India, if so, whether it continues to fulfill the criteria of a CIC, and in case the company is an exempted or unregistered CIC, whether it continues to fulfill such criteria;

(d) whether the Group has more than one CIC as part of the Group, if yes, indicate the number of CICs which are part of the Group;

(xvii) whether the company has incurred cash losses in the financial year and in the immediately preceding financial year, if so, state the amount of cash losses;

(xviii) whether there has been any resignation of the statutory auditors during the year, if so, whether the auditor has taken into consideration the issues, objections or concerns raised by the outgoing auditors;

(xix) on the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the financial statements, the auditor’s knowledge of the Board of Directors and management plans, whether the auditor is of the opinion that no material uncertainty exists as on the date of the audit report that company is capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date;

(xx) (a) whether, in respect of other than ongoing projects, the company has transferred unspent amount to a Fund specified in Schedule VII to the Companies Act within a period of six months of the expiry of the financial year in compliance with second proviso to sub-section (5) of section 135 of the said Act;

(b) whether any amount remaining unspent under sub-section (5) of section 135 of the Companies Act, pursuant to any ongoing project, has been transferred to special account in compliance with the provision of subsection (6) of section 135 of the said Act;

(xxi) whether there have been any qualifications or adverse remarks by the respective auditors in the Companies (Auditor’s Report) Order (CARO) reports of the companies included in the consolidated financial statements, if yes, indicate the details of the companies and the paragraph numbers of the CARO report containing the qualifications or adverse remarks.

Where, in the auditor’s report, the answer to any of the questions referred to in above mentioned points is unfavourable or qualified, the auditor’s report shall also state the basis for such unfavourable or qualified answer, as the case may be.

http://www.mca.gov.in/Ministry/pdf/rule_19022020.pdf

1. Powers conferred by Sections 396, 398, 403 and 404 read with sub-sections (1) and (2) of Section 469 of the Companies Act, 2013 the Central Govt. makes following rules named as Companies (Registration offices and Fees) Amendment Rules, 2020 to amend the Companies( Registration Offices and Fees) Rules, 2014.

2. FORM “GNL-2” has been substituted by adding more fields into it which are as follows:

1. Red Herring Prospectus.

2. Private Placement Offer Letter or Record of a Private Placement Offer to be kept by the company.

HUMAN RIGHTS

1. The Ministry of Corporate Affairs is steering the process of formulating a National Action Plan on

Business and Human Rights (NAP).

2. The obligation to draft a NAP stems from India’s endorsement of the United Nations Guiding Principles

(UNGPs) on Business and Human Rights adopted in the UN Human Rights Council (UNHRC). The

Principles are articulated as three pillars:

I. State Duty to Protect

II. Corporate Responsibility to Respect

III. Access to Remedy.

A country’s NAP is expected to demonstrate how these principles are already being implemented, what the

gaps are, and how they shall be addressed.

3. The UN Working Group on Business and Human Rights (UNWG) has prepared a ‘Guidance on National

Action Plans on Business and Human Rights’ which has prescribed four criteria for developing a NAP.

First, it needs to be founded on the UNGPs. Second, it needs to be context-specific and address the

country’s actual and potential business related human rights abuse. Third, a NAP needs to be

developed in an inclusive and transparent manner. Fourth, the NAP processes needs to be regularly

re-viewed and updated. Currently, about 45 countries, including India, are either drafting or have

finalized their NAP.

4. The following have been recommended as key contents for an NAP:

 Section 1: Statements of commitments to implement the UNGPs

 Section 2: Background and context to the NAP. How the NAP relates to other existing Government

policy strategies such as national development plans, CSR strategies, national plans implementing

International Labour Organisation convention and recommendations.

 Section 3: Government’s expectations from businesses, including expectations that businesses

respect human rights throughout their operations based on UNGPs and other guidance documents.

 Section 4: Government response clarifying how it Government currently addresses adverse

business-related human rights impacts and outline commitments for further activities.

5. The Ministry has been taking various initiatives for ensuring responsible business conduct by

companies. The National Voluntary Guidelines on Social, Environmental and Economic Responsibilities

of Business, 2011 (NVGs) have been revised and released as National Guidelines for Responsible

Business Conduct to align with United Nations Guiding Principles on Business & Human Rights (UNGPs)

and Sustainable Development Goals (SDGs). The Committee on Business Responsibility Reporting

(BRR) constituted by this Ministry to formulate BRR formats for listed and unlisted companies is

finalizing its report. Further, a Zero Draft of the NAP has already been published to showcase the

considerable progress made by the country in the field of Business & Human Rights which has been

formulated after placing it in the public domain for inputs, sharing it with relevant Ministries for

comments, and consultations with relevant stakeholders. All these measures shall culminate in the

NAP document.

6. The Ministry is currently undertaking rigorous consultations with all stakeholders to finalize the

document at the earliest. In this regard, comments/ inputs are invited from all to inform the NAP

development process and contribute towards preparation of a document reflecting the vision and

aspirations of Indian Businesses that strive to be responsible, sustainable, uphold and respect human

rights.

All comments may be sent to [email protected] by March 10, 2020.

The details are available at:

http://www.mca.gov.in/…/NationalPlanBusinessHumanRight…