Clarification on dispatch of notice under section 62(2) of Companies Act, 2013 by listed companies for rights issue opening upto 31st July, 2020Pdf(40 KB).

http://mca.gov.in/Ministry/pdf/Circular21_11052020.pdf

Subject: Clarification on holding of annual general meeting (AGM) through video conferencing (VC) or other audio visual means (OAVM)

1.Companies Act, 2013 (the Act) or rules made thereunder to allow companies to hold annual general meeting (AGM) in a manner similar to the one provided in General Circular No. 1412020, dated 08.04.2020 (EGM Circular – l) and General Circular No. 1712020 dated 13.04.2020 (EGM Circular – ll), which deal with conduct of extraordinary general meeting (EGM).

2.ln the meanwhile, by virtue of the General Circular No. 18i2020, dated 21.04.2020, the companies whose financial year ended on 31st December,2019, have been allowed to hold their AGM by 30th September,2020.

3.The matter has been further examined and it is stated that in view of the continuing restrictions on the movement of persons at several places in the country, it has been decided that the companies be allowed to conduct their AGM through video conferencing(VC) or other audio visual means (OAVM), during the calender at year 2020, subject to the fulfillment of the following requirements:

A.For companies which are required to provide the facility of e-voting under the Act, or any other company which has opted for such facility –

The framework provided in para 3 -A of EGM circular – I and the manner and mode of issuing notices provided in sub-para (i)-A of EGM Circular –( ll) shall be applicable mutatis mutandis for conducting the AGM.

In such meetings, other than ordinary business, only those items of special business, which are considered to be unavoidable by the Board, may be transacted.

In view of the prevailing situation, owing to the difficulties involved in dispatching of physical copies of the financial statements (including board report, Auditor’s report or other documents required to be attached therewith), such statements shall be sent only by email to the members, trustees for the debenture-holder of any debentures issued by the company, and to all other persons so entitled.

4.Before sending the notices and copies of the financial statements, etc., a public notice by way of advertisement be published 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, preferably both newspapers having electronic editions, and specifying in the advertisement the following information.-

a. statement that the AGM will be convened through VC or OI\VM in compliance applicable provisions of the Act read with this Circular:

b. the date and time of the AGM through VC or OAVM;

c. availability of notice of the meeting on the website of the company and the stock exchange, in case of a listed company;

d. the manner in which the members can give their mandate receiving dividends directly in their bank accounts through Electronic Clearing Service (ECS) or any other means;

e. any other detail considered necessary by the company

f. the manner in which the members who are holding shares in physical form or who have not registered their email addresses utith the company can cast their vote through remote e-voting or through the e-voting system during the meeting;

g. the manner in which the persons who have not registered their email addresses with the company can get the same registered with the company;

5. In case, the company is unable to pay the dividend to any shareholder by the electronic mode, due to non-availability of the details of the bank account, the company shall upon normalization of the postal services, dispatch the dividend warrant/ cheque to such shareholder by post.

In case, the company has received the permission from the relevant authorities to conduct its AGM at its registered office, or at any other place as provided under section 96 of the Act, after following any advisories issued from such authorities, the company may in addition to holding such meeting with physical presence of some members, also provide the facility of VC or OAVM, so as to allow other members of the company to participate in such meeting. All members who are physically present in the meeting as well as the members who attend the meeting through the facility of VC or OAVM shall be reckoned for the purpose of quorum under section 103 of the Act. All resolutions shall continue to be passed through the facility of e-voting system.

B. For companies which are not required to provide the facility of e-‘voting under the Act –

1.AGM may be conducted through the facility of VC or OAVM only by a company which has in its records, the email addresses of at least half of its total number of members, who –

. In case of a Nidhi, hold shares of more than one thousand rupees in face value or more than one per cent. of the total paid-up share capital, whichever is less;

.In case of other companies having share capital, who represent not less than seventy-five per cent. of such part of the paid-up share capital of the company as gives a right to vote at the meeting;

.In case of companies not having share capital, who have the right to exercise not less than seventy-five per cent. of the total voting power exercisable at the meeting.

#.The company shall take all necessary steps to register the email addresses of all persons who have not registered their email addresses with the company.

. The framework provided in para 3-B of EGM Circular – | and the manner and mode of issuing notices provided in sub-para (i)-B of EGM Circular – ll shall be applicable mutatis mutandis for conducting the AGM.

. ln such meetings, other than ordinary business, only those items of special business, which are considered to be unavoidable by the Board, may be transacted.

. Owing to the difficulties involved in dispatching of physical copies of the financial statements (including Board’s report, Auditor’s report or other documents required to be attached therewith), such statements shall be sent only by email to the members, trustees for the debenture-holder of any debentures issued by the company, and to all other persons so entitled.

.The companies shall make adequate provisions for allowing the members to give their mandate for receiving dividends directly in their bank accounts through the Electronic Clearing Service (ECS) or any other means. For shareholders, whose bank accounts are not available, company shall upon normalization of the postal services, dispatch the dividend warrant/Cheque to such shareholder by post.

6. The companies referred to in paragraphs 3 (A) and (B) above, shall ensure that all other compliances associated with the provisions relating to general meetings viz making of disclosures, inspection of related documents/registers by members, or authorizations for voting by bodies corporate, etc as provided in the Act and the articles of association of the company are made through electronic mode.

7. The companies which are not covered by the General Circular No. 181402Q, 21.04.?020 and are unable to conduct their AGM in accordance with the framework provided in this Circular are advised to prefer applications for extension of AGM at suitable point of time before the concerned Registrar of Companies under section 96 the Act.

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

Big move by Govt after share purchase of hdfc by bank of china Govt Amends FDI policy to say “an entity of a country, which shares land border with India or where the beneficial owner of an investment into India is situated in or is a citizen of any such country,can invest only under the Government route”

https://www.google.com/url?sa=t&source=web&rct=j&url=https://www.cnbctv18.com/economy/govt-amends-fdi-policy-discourages-opportunistic-investment-in-indian-firms-by-neighbouring-nations-5721651.htm/amp&ved=2ahUKEwiymMuuvfPoAhWkheYKHQ2AAjcQFjAKegQIARAB&usg=AOvVaw2gWrUeKmZ0qZO0_Ad_5sVk&ampcf=1

1. It may be noted that certain changes are being made on the GST portal, with regard to credit utilization criteria in Form GSTR-6, which is filed by you. These changes are likely to be implemented on portal with effect from 14.04.2020.

2. During the implementation of the above change, any data which is lying in your Form GSTR-6, in saved stage, will be lost. Thus, if there is some data, filled in your Form GSTR 6 and lying in saved stage (which is not Submitted so far), that data will not be available in your Form GSTR 6. You will be required to fill up this data (which was in Saved stage and now lost due to implementation of change) again in your Form GSTR 6.

3. You are therefore requested to take note of this and take suitable necessary action accordingly. This is for your information and necessary action please.

Regards,

B. Kaushik And Associates.

You are informed that under the Pradhan Mantri Garib Kalyan Yojana (PMGKY), the Central Govt. has approved a Scheme to grant relief in form of credit of EPF & EPS contributions in UANs of active EPF members, earning monthly wage of less than Rs.15000/- (up to Rs.14,999/-), who are employed in EPF covered establishments/factories employing up to one hundred employees with 90% or more of such employees earning monthly wage of less than Rs.15000/- (up to Rs.14999/-). This relief is for wage months- March, 2020, April, 2020 and May 2020. The Scheme is available on EPFO website.

On basis of data furnished by you in the Electronic Challan cum Returns (ECR) filed under this EPF Code number, it appears that your establishment may be eligible for availing the relief under the PMGKY subject to further validation as noted below.

The eligibility of your establishment is liable to be validated once you disburse the wages to the employees and upload ONLY One valid ECR for each of the wage months – March 2020, April 2020 and May 2020 with the required certification and undertaking from you. The information furnished in Form 5A shall also form a basis for validation of eligibility. If you are availing benefits of payment of employer’s share by Central Govt. under PMRPY/PMPRPY 2016, no such relief in r/o such employee shall be available under PMGKY.

Since you have to furnish a Certificate/undertaking, as specified in Point 6 (vii) of the Scheme at time of submission of ECR, you need to be sure that your establishment meets the eligibility criteria for availing the Central Govt. relief under this Scheme.

The issue of this communication to you does not guarantee any benefits under the PMGKY package. The details of the Scheme and FAQs containing clarifications on various aspects of the package are available on homepage of EPFO website under the TAB “COVID-19”.

https://www.epfindia.gov.in/…/FAQonSchemefor3months.pdf

https://www.epfindia.gov.in/…/EPFO_PRESS…/PR_PMGKY.pdf

https://www.epfindia.gov.in/…/EPFO…/Press_releaseDOB.pdf

Regards,

B. Kaushik And Assocates.

The Ministry has been receiving several references/ representations from various stakeholders seeking clarifications on eligibility of CSR expenditure related to COVID-19 activities. In this regard, a set of FAQs along with clarifications are provided below for better understanding of the stakeholders:

Frequently Asked Questions (FAQ)

1.Whether contribution made to ‘PM CARES Fund’ shall qualify as CSR expenditure?

Contribution made to ‘PM CARES Fund’ shall qualify as CSR expenditure under item no (viii) of Schedule VII of the Companies Act, 2013 and it has been further clarified vide Office memorandum F. No. CSR-05/1/2020-CSR-MCA dated 28th March, 2020.

2. Whether contribution made to ‘Chief Minister’s Relief Funds’ or ‘State Relief Fund for COVID-19’ shall qualify as CSR expenditure?

‘Chief Minister’s Relief Fund’ or ‘State Relief Fund for COVID-19’ is not included in Schedule VII of the Companies Act, 2013 and therefore any contribution to such funds shall not qualify as admissible CSR expenditure.

3. Whether contribution made to State Disaster Management Authority shall qualify as CSR expenditure.

Contribution made to State Disaster Management Authority to combat COVID-19 shall qualify as CSR expenditure under item no (xii) of Schedule VII of the 2013 and clarified vide general circular No. 10/2020 dated 23rd March, 2020.

4. Whether spending of CSR funds for COVID-19 related activities shall qualify as CSR expenditure?

Ministry vide general circular No. 10/2020 dated 23rd March, 2020 has clarified that spending CSR funds for COVID-19 related activities shall qualify as CSR expenditure. It is further clarified that funds may be spent for various activities related to COVID-19 under items nos. (i) and (xii) of Schedule VII relating to promotion of health care including preventive health care and sanitation, and disaster management. Further, as per general circular No. 21/2014 dated 18.06.2014, items in Schedule VII are broad based and may be interpreted liberally for this purpose.

5. Whether payment of salary/wages to employees and workers, including contract labour, during the lockdown period can be adjusted against the CSR expenditure of the companies?

Payment of salary/ wages in normal circumstances is a contractual and statutory obligation of the company. Similarly, payment of salary/ wages to employees and workers even during the lockdown period is a moral obligation of the employers, as they have no alternative source of employment or livelihood during this period. Thus, payment of salary/ wages to employees and workers during the lockdown period (including imposition of other social distancing requirements) shall not qualify as admissible CSR expenditure.

http://www.mca.gov.in/Ministry/pdf/Notification_10042020.pdf

Important MCA Compliance Update: Relief for DIN Holders and Companies to Rectify Non-Compliance

DIN holders of DINs marked as ‘Deactivated’ due to non-filing of DIR-3KYC/ DIR-3 KYC-Web and those Companies whose compliance status has been marked as “ACTIVE non-compliant” due to non-filing of Active Company Tagging Identities and Verification (ACTIVE) eform are encouraged to become compliant once again in pursuance of the General Circular No. 11 dated 24th March, 2020 & General Circular No.12 dated 30th March 2020 and file DIR-3KYC/DIR-3KYC-Web/ ACTIVE as the case may be between 1st April, 2020 to 30th September, 2020 without any filing fee of INR 5000/INR 10000 respectively.

Revised MCA Guidelines for LLPs Amidst COVID-19: Key Modifications and Compliance Updates

http://mca.gov.in/Ministry/pdf/Circular13_30032020.pdf

In continuation to Ministry’s General Circular dated 04.03.2020 and in order to support and enable LLPs registered in India to focus on taking necessary measures to address the COVID-19 threat and to reduce their compliance burden, certain modifications to the said circular have been decided to be implemented by the MCA, with effect from 01.04.2020.

The Modifications are as follows:

1. The title of the Para No. 8 shall be read as:

“The details of the Original Scheme are as under:’’

2. The Scheme shall come into force on the 16th March, 2020 and shall remain in force upto 13th June, 2020.

3. Insertion of para 8A, the details of the scheme as modified, are as under:

“This scheme shall come into effect from 01.04.2020 and shall remain in force upto 30.09.2020.”

4. Applicability: Any “defaulting LLP” is permitted to file belated documents, which were due for filing till 31.08.2020 in accordance with the provisions of the scheme.

5. Manner of Payment of fee on filing of belated documents for seeking immunity under the scheme:

“ The defaulting LLPs may themselves avail this scheme for filing the documents which have not been filed or registered in time on the payment of fee as payable for filing of such document or return:

Provided that no additional fees shall be payable for filing any belated documents under this scheme.

6. Immunity from prosecution in respect of document(s) filed under the scheme:

“The defaulting LLPs, which have filed their belated documents till 30th September, 2020 and made good the default, shall not be subjected to prosecution by the Registrar for such defaults.”

7. The Scheme not to apply:

“ This scheme shall not apply to LLPs which have made applications in FORM 24 to the Registrar, for striking off their name, from the register as per provisions of Rule 37(1) of the LLP Rules, 2009”

8. Modification in Para 9 with effect from 01.04.2020:

“On the conclusion of the scheme, after 30.09.2020, 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.”

B. Kaushik And Associates.

www.bkacs.com

Companies Fresh Start Scheme 2020: A Comprehensive Guide to MCA’s One-Time Filing Opportunity

http://mca.gov.in/Ministry/pdf/Circular12_30032020.pdf

The Ministry of Corporate Affairs issued Companies Fresh Start Scheme 2020 vide Circular 12/2020 dt 30.3.2020 which applies both public and private companies incorporated under Co Act 1956/2013.

The salient features are as follows:-

(1) Permits filing all pending Returns, Statements, Documents for any number of years.

(2) It shall come into operation on 1.4.2020 and remain effective up to 30th Sep 2020.

(3) It applies to all companies both public or private who failed to file all returns statements or Documents including Annual Return remain for any number of years as on date of filing.

(4) Only normal fees as prevailing on the date of filing shall be payable.

(5)No late fee no penalty no prosecution only normal fees payable.

(6) Prosecution if any pending shall be disposed off after payment

(7) Scheme not apply to following companies:-

i. Companies against whom final notice under Section 248 has been given by ROC for striking off;

ii. Where any application has been filed by the companies for action of striking off name of the company from the Registrar of Companies.

iii. to companies which have already filed for obtaining dormant status under Section 455 before this scheme;

iv. to companies which have amalgamated under a scheme of arrangement or compromise under the act;

v. to vanishing companies;

vi. Where any increase in authorized capital is involved and also charge related documents.

( Companies whose name struck off cannot avail this scheme and have to get their name restored;

(9) Defaulting Inactive Companies by filing due documents under CFSS-2020, can avail this scheme for the purpose of-

(i) getting themselves dormant under Section 455; and

(ii) getting their name struck off

(10) After payment of normal fees and documents return statement is taken on record, an application shall be filed electronically (without any fees) for obtaining Immunity Certificate but it shall not be filed beyond six month from the date of expiry of scheme.

(11)Scheme grants immunity against filing of forms returns and documents but not against any punitive action being done by the company for which suitable can be taken by ROC.

This is golden opportunity to file all pending Returns Annual Accounts, Statements including all pending Annual Returns pending for any number of years.

This Scheme is a one-time waiver of additional filing fees for delayed filings by the Companies with the Registrar of Companies during the currency of the scheme i.e. 1.04.2020 to 30.09.2020.

MCA.GOV.IN

mca.gov.in

Clarification from Ministry of Finance: No Extension to Financial Year, Only Postponement of Indian Stamp Act Amendments

Ministry of Finance(MoF) stated “There is a fake new circulating in some section of media that the Financial Year has been extended. A notification issued by the Government of India on 30th March 2020 with respect to some other amendments done in the Indian Stamp Act is being misquoted. There is no extension of the Financial Year.

The Finance ministry said that a notification has been issued by the Department of Revenue, Ministry of Finance on 30th March, 2020 which relates to certain amendments to the Indian Stamp Act. It pertains to putting in place an efficient mechanism for collection of Stamp Duty on Security Market Instruments transactions through Stock Exchanges or Clearing Corporation authorized by Stock Exchanges Depositories. This change was earlier notified to be implemented from 1st April, 2020. However, due to the prevailing situation, it has been decided that the date of implementation will now be postponed to 1st July 2020.”

https://pib.gov.in/PressReleseDetail.aspx?PRID=1609424

Regards,

B. Kaushik And Associates.

PIB.GOV.IN

Press Information Bureau