NFRA Flags Lapses by KPMG’s BSR & Co. LLP in Related Party Transactions and Companies Act Compliance
India’s National Financial Reporting Authority (NFRA) has revealed significant shortcomings in the audit practices of two prominent firms—BSR & Co. LLP, a KPMG network sub-licensee, and Lodha & Co. LLP. The recent inspection reports emphasize critical deficiencies in audit documentation, independence controls, and the verification of related party transactions, highlighting an urgent need for improved audit standards.
BSR & Co. LLP: Compliance Gaps and Related Party Transactions
The NFRA’s inspection of BSR & Co. LLP in August 2024 uncovered alarming issues with verifying related party transactions (RPTs) and adhering to the Companies Act, 2013. The audit for “Company A” revealed violations of Section 143(1)(e), which requires auditors to assess the proper allocation of personal expenses against company revenue.
A notable finding was the issuance of Rs 550 crore in non-convertible debentures (NCDs) aimed at repaying debts of a promoter-controlled entity, indicating possible misappropriation of company funds. NFRA also pointed out breaches of Section 185 of the Companies Act, which prohibits using company resources for personal use.
Despite these challenges, NFRA recognized BSR’s efforts to tackle earlier deficiencies, particularly regarding personnel independence policies and quality control measures across the firm.
In response, BSR & Co. LLP expressed its commitment to advancing its audit methodologies, asserting:
“We are dedicated to upholding the highest auditing standards and have made substantial improvements since the previous inspection. We will be implementing further measures to ensure complete compliance with the Companies Act and auditing regulations.”
Lodha & Co. LLP: Concerns Over Audit Documentation and Independence
The NFRA’s inspection of Lodha & Co. LLP in March-April 2024 revealed significant weaknesses in audit documentation and uneven application of independence standards across its offices. Major concerns included insufficient oversight of independence compliance, lapses in Engagement Quality Control Reviews (EQCRs), and dependence on paper-based documentation susceptible to integrity issues.
NFRA recommended that the firm modernize its documentation processes, suggesting a transition to electronic or hybrid systems to ensure compliance with SQC 1 and international auditing standards.
Lodha & Co. LLP acknowledged the findings, stating:
“We appreciate NFRA’s insights and are committed to improving our audit documentation practices and internal controls to uphold the highest professional standards.”
Timeline of Inspections
Both inspections followed a comprehensive timeline, including on-site assessments, off-site evaluations, and in-depth exchanges of observations and responses. NFRA’s final reports, published in December 2024, emphasize the importance of ongoing monitoring to ensure that corrective actions are effectively implemented.
Strengthening India’s Audit Ecosystem
NFRA’s inspections reveal systemic challenges within India’s audit landscape, particularly in crucial areas like RPT verification, documentation integrity, and auditor independence. While both firms have made progress in addressing deficiencies, the reports highlight the necessity for sustained efforts to establish robust and transparent audit practices.
As NFRA continues its oversight, these inspections represent a vital step towards strengthening India’s audit ecosystem, ensuring greater accountability, and adhering to global standards.
The amended Companies Act (2013) has transformed the annual company compliance to be procured by a limited company rather stringent and comprehensive, while the policies and legislative executions associated with SEBI, RBI, FEMA etc. have now appeared to be more methodical and dynamic.
Therefore the companies that are particularly listed in the index are now more concerned than ever in making annual company compliance in addition to tax-involving compliances. We must clear the fact that these Statutes and legal enforcements exert rigorous policies of hefty penalties, monetary loss and sometimes even worse (imprisonment) if the companies file delayed compliances.
To continue commercial activities in India legally and remain legally compliant, companies must prepare certain documents and abide by prescribed governmental formalities. Non-compliance inevitably brings in penalties and in severe cases, the business can also be ordered to cease operating within the territories of India.
Categorization of company compliances is provided here:
Particulars of Registrar-Related Company Compliances in India
E-Form ADT-1 (Appointment of Auditor): Startups must appoint their first auditor within a month. After this, the shareholders are expected to substantiate this enforcement in the first AGM (Annual General Meeting) after which they have to file E-Form ADT-1.
The filing date must not be detected beyond 15 days starting from the date of the first Annual General Meeting.
Holding AGM: The Company’s first AGM needs to be scheduled within 9 months counting from the closing date of the first fiscal year. After that each year the Annual General Meeting has to be organized within the first half of the fiscal year without fail. The MCA never allows a gap exceeding 15 months between consecutive AGMs
Holding Board Meeting: The startup’s first Board assembly has to take place within 1 month of incorporation. The next meeting cannot be held prior to the completion of 120 days
List of E-forms That Have to Be Filed
The official declaration of business commencement (INC-20A): The startup must file this e-form within 180 days following the exact date of the venture’s incorporation.
Set of financial statements (AOC-4): The particulars include the Directors’ Report and balance sheet in addition to statements related to the P&L account. All the statements need to be filed in not more than 30 days of conducting an AGM
Appointment or discontinuation of Directors (DIR-12): The specifications of appointment/discontinuation of Company Directors, if applicable, supported by their letter of consent approving their acceptance of appointment/ resignation, need to be filed in less than 30 days of the highlighted event
Small Company’s Annual Return (MGT-7A): This e-form has to be filed in less than 60 days followed by the Annual General Meeting
Resolution with the Ministry of Corporate Affairs (MGT-14): The particulars of the institutional resolutions declared in the previous Board meetings have to be filed for successfully pass a Board Resolution. This act must be completed within 1 month of the last Board assembly
Director’s KYC application (DIR -3 KYC): Each Director must file KYC the DIN allotted before or on 31 March each year. This activity shall not be left unattended after 30 September each year
Return of Deposits (DPT-3): No startup companies are exempt from filing this return. This needs to be completed by June 30 of each year. This annual company compliance enlists data about outstanding loans or deposits availed by the corporate organization
Directors’ report: Section 134 of the Companies Act (2013) specifies that the Directors’ Report must be filed stating all the necessary data about the Company. The Chairperson of the Board authenticates this report. One must note that this person should noauthorizedthorised by a minimum of 2 Directors
Recordkeeping of accounts and Statutory Registers: Statutory registers like ReDirectorsf Director/ members/ agreements and contracts/ loans/ beneficial parties/ particulars of Board assembly/ minutes of other meetings; financial statements; books of accounts; ROC file, all these have to be regularly updated and maintained for future implications
Distribution of P&L accounts and additional related documents: This distribution must be made among the members of the venture. Authenticated financial statements in addition to Abridged Director’s Report along with the reports generated by the auditor must reach each stakeholder before 3 weeks of the commencement of the AGM.
Similar statutory legal enforcements of such startups compel them to learn about periodic sessions of tax filing in addition to several other returns, accountancy book maintenance abiding by the Income Tax law, and different relevant statutes if applicable.
The business’ category, types of service or product it deals with, net borrowings, turnover volume, net worth, etc. determine the company compliance, and thus it necessarily must not be constant for all startups across India.
Non-registrar Company Compliance for Startups in India
Disbursement of periodic payouts (GST amounts, TCS, TDS payment, PTax and Advance tax)
Within three months following the end of the financial year.
BEN-1
Any individual who becomes a beneficial owner afterward, or experiences a change in their beneficial ownership, must submit a declaration using Form No. BEN-1 to the reporting entity, indicating their significant beneficial ownership or any modifications to it.
All companies are required to update the Registrar in accordance with Section 90 and Rule 4 of the Companies (Significant Beneficial Owners) Rules of 2018.
ADT-1
Appointment of auditor
Fifteen days following the conclusion of the AGM. (Note: For OPCs, it’s 15 days from the date of the board meeting.)
Form AOC-4 and FormAOC-4CFS (in case ofconsolidated financialstatements)
Filing of annual accounts
Thirty days after the conclusion of the AGM. (Note: For OPCs, it’s within 180 days from the closing of the financial year.)
MGT- 7/MGT7-A
Filing of annual returns
Sixty days after the conclusion of the AGM. (Note: For OPCs, it’s within 180 days from the closing of the financial year.)
Filed within 45 days from the end of each half-year
Form ADT-1(Annually)
Appointment of Auditor
Within 30 days following the company’s incorporation, the initial auditor must be appointed for a five-year term, and the appointment needs to be submitted to the Registrar of Companies (RoC) using Form ADT-1. Subsequently, a new auditor can be appointed within 15 days after the Annual General Meeting (AGM), but only after completing Form ADT-1.
DIR-3 KYC(Annually)
For every person who has allotted DIN
By April 30 of the following financial year (annual compliance).
DIR-9
Report for Disqualification of the Director
The company must file this within 30 days of the disqualification.
DIR-12
Change in Directors
Within 30 Days of such change
ADT-2
Removal of Director before Expiry
Within 30 days of when such a resolution was passed.
Here is a complete outline for Public Limited Company’s annual compliances list
Name of E-Form/Return
Purpose of E- Form/Return
Due Date of Filing
Form INC-20A
Form in respect of the Commencement of Business
Within 180 days of incorporation
BoardMeeting
Minimum Two Board Meetings
At least one board meeting must be held every six months, with a minimum gap of 90 days between each meeting.
MGT-8
Filing for certification of Annual Return
Every annual return submitted must be certified by a practicing company secretary.
DIR-3 KYC(Annually)
For every person who has allotted DIN
The annual compliance deadline is on or before April 30 of the following financial year.
Form ADT-1(Annually)
Appointment of Auditor
Within 30 days after the company’s incorporation, the appointment of the first auditor for a five-year term must be filed before the Registrar of Companies (RoC) using Form ADT-1.Subsequently, a new auditor can be appointed within 15 days of the AGM, but only after completing Form ADT-1.
For every company except government companies with outstanding receipts of money/loans other than deposits.
The form should be completed annually by June 30 and information must be provided until March 31 of that year, duly audited by the company’s auditor.
Form ADT-1(Annually)
Appointment of Auditor
Within 30 days following the company’s incorporation, the first auditor must be appointed for a five-year term, and the appointment should be filed with the Registrar of Companies (RoC) using Form ADT-1.A new auditor can be appointed within 15 days of the Annual General Meeting (AGM) only after completing Form ADT-1.
The filing must occur within a period of sixty days from the conclusion of the last Annual General Meeting (AGM).
Form AOC-4(Annually)
Submission of the company’s financial statements
The filing must occur within a period of sixty days from the conclusion of the last Annual General Meeting (AGM).
FAQs
What is the compliance of a company?
Compliance for a company refers to the act of adhering to laws, regulations, and standards set by authorities governing the industry in which the company operates. It encompasses various legal, financial, and operational obligations that a company must meet to ensure it operates within the legal framework.
How much does the annual compliance cost for a Pvt Ltd firm?
The annual compliance cost for a private limited (Pvt Ltd) firm can vary widely depending on factors such as the size of the company, industry regulations, and specific compliance requirements. Costs may include fees for audits, legal consultations, documentation, and any penalties incurred for non-compliance.
Benefits of annual compliance include maintaining legal standing, avoiding penalties, building trust with stakeholders, ensuring financial transparency, and demonstrating corporate responsibility. It also helps in preventing legal issues and safeguarding the company’s reputation.
Why is compliance important in a company?
Compliance is crucial for a company as it ensures adherence to laws and regulations, which helps in avoiding legal consequences, financial penalties, and reputational damage. It establishes trust with stakeholders, protects the company’s interests, and contributes to a sustainable and responsible business environment.
What is an annual compliance report?
An annual compliance report is a comprehensive document that outlines a company’s adherence to various legal and regulatory requirements over the course of a year. It typically includes details on financial performance, governance practices, and compliance with specific laws and regulations.
How do I file annual compliance?
Filing annual compliance involves submitting required documents to regulatory authorities, such as the ROC. This may include financial statements, annual returns, and other necessary reports. The process varies by jurisdiction, and it’s often recommended to seek professional advice to ensure accurate and timely filing.
What is the annual compliance review?
An annual compliance review involves assessing and verifying a company’s adherence to all applicable laws, regulations, and internal policies. It helps identify any areas of non-compliance, mitigates risks, and ensures that the company continues to operate within the legal framework.
What is an annual compliance certificate?
An annual compliance certificate is a document issued by a company or its authorised representatives, certifying that the company has complied with all relevant laws, regulations, and internal policies throughout the specified period.
Who is responsible for compliance?
Compliance is a shared responsibility within a company. It typically involves collaboration between various departments, including legal, finance, human resources, and operations. The board of directors, executives, and designated compliance officers play crucial roles in overseeing and ensuring compliance within the organisation.
1. As per the framework of the Companies Act, every company is required to prepare its board report and get the same adopted and approved by the shareholders at the annual general meeting along with the financials of the company. Section 134 of the Companies Act 2013 spells out the disclosures which are required to be made in the board report and one such disclosure is the number of board meeting held in the financial year. The Secretarial Standard -4 on report of the board of directors issued by the Institute of Company Secretaries of India (though not mandatory but voluntary) also spells out in its clause 6.4 under the heading ‘Board Meetings” that the number and dates of meetings of the board held during the year shall have to be disclosed in the board report of the company.
M/s East Alpha Alliance Technology Private Limited, a Noda based company failed to disclose the board meeting held during the financial year 2018-19 in its board report and this being a non-adherence of the requirements of the Companies Act 2013 provisions, the Adjudication Officer of NCT, Delhi & Haryana had initiated the penal action against the company by following the legal procedure and penalized the company and its directors to a tune of Rs. 2.50 lakh (being a small company). Let us go through this case in detail in order to understand the requirements that are called for by the Secretarial Standards and the consequences of non-adherence.
Provisions relating to this case under the Companies Act 2013.
2. The relevant provision pertaining to this case is section 134 of the Companies Act 2013, read with relevant rules, and the extracts of the relevant provisions are given below.
Companies Act 2013 Chapter IX – Accounts of Companies Section 134 – Financial statement, Board’s report, etc.
Section
Provision
134 (1)
The financial statement, including consolidated financial statement, if any, shall be approved by the Board of Directors before they are signed on behalf of the Board by the chairperson of the company where he is authorised by the Board or by two directors out of which one shall be managing director, if any, and the Chief Executive Officer, the Chief Financial Officer and the company secretary of the company, wherever they are appointed, or in the case of One Person Company, only by one director, for submission to the auditor for his report thereon.
134 (3)
There shall be attached to statements laid before a company in general meeting, a report by its Board of Directors, which shall include–
134 (3) (b)
number of meetings of the board.
Penal section for non-compliance / default if any
134(8)
If a company is in default in complying with the provisions of this section, the company shall be liable to a penalty of 3 lakh rupees, and every officer of the company who is in default shall be liable to a penalty of 50,000 rupees
Consequences of default/violation
3. To understand the consequences of any default / non-compliance while complying with the
provisions of section 134 of the Companies Act 2013 relating to disclosures to be made in the board report – especially with reference to board meeting details, directors appointment etc. let us go through the decided case law by the Registrar of Companies of Kanpur on this matter on 8th May 2024 relating to M/s East Alpha Alliance Technology Private Limited
The relevant case law
4. We shall go through the order of adjudication order passed by the Registrar of Companies, Kanpur of Uttar Pradesh – order bearing no 07/0 /Adj-134(3)(b)/East Alpha/897-901 dated 8th May 2024 – order for violation of section 134 (Accounts of companies) of the Companies Act 2013 read with section 454 of the Companies Act 2013 read with Companies (Adjudication of Penalties) Rules 2014 and Companies Amendment Act 2020 in the matter of M/s East Alpha Alliance Technology Private Limited
Company details
5. M/s East Alpha Alliance Technology Private Limited is a registered public company with effect from 18th May 2017 under the provisions of the Companies Act 2013 having its registered office at F-304, Ground Floor Sector-63, Noida in the state of Uttar Pradesh and the company falls under the jurisdiction of the Registrar of Companies of Uttar Pradesh and the Registrar of Company is situated at Kanpur. The company as per the details available at the Ministry of Corporate Affairs portal, currently have three directors. The company is manufacturer of machinery and equipment.
Facts of the case
6. The following are the facts relating to this particular case.
(a)
The Registrar of Companies of NCR Delhi & Haryana was ordered to conduct an enquiry by the Directorate of Ministry of Corporate Affairs under section 206(4) of the Companies Act 2013 in the matter of M/s East Alpha Alliance Technology Private Limited. The same was later transferred to the jurisdiction of Registrar of Companies, Kanpur of Uttar Pradesh, on 5th August 2022 as instructed by the Directorate of Ministry of Corporate Affairs subsequently.
(b)
During the course of enquiry and inspection, the enquiry officer observed that the company had appointed one of the foreign nationals as a director of the company at the board meeting held by the company on 9th March 2019.
(c)
The company had also filed the e-form DIR-12 for the above appointment on 11th March 2019 with the Registrar of Companies through the online portal of the Ministry of Corporate Affairs.
(d)
The enquiry officer further observed that the company did not disclose the board meeting held on 9th March 2023 in its board report of the company for the financial year 2018-19 (year ended as on 31st March 2019) which was one of the mandatory requirement under the provisions of section 134 (3)(b) of the Companies Act 2013.
(e)
With the above observation, the enquiry officer formed an opinion that the company and its directors violated the provisions of section 134(3) (b) by not disclosing the board meeting details in the board report of the company in their board report for the year 2018-19.
Accordingly, the enquiry officer submitted his enquiry report on 11th November 2022 to the Regional Director of Northern Region stating the facts of the matter and requesting the directions on this matter. The enquiry report also pointed out that the company and its officers who were default were liable for penal action as per the provisions of section 2 (60) of the Companies Act 2013.
Directions from the Regional Director
7. The Regional Director of Northern Region vide his letter dated 4th May 2023, accorded his consent to initiate the legal penal actions against the company and its directors for the violation committed by them under the provisions of the Companies Act 2013.
Action taken by the Registrar of Companies – issue of show cause notice
8. Accordingly, the Registrar of Companies / Adjudication Officer, as instructed by the Regional Director of Northern Region had issued show cause notice dated 15th March 2024 for adjudication on this matter under the provisions of section 134 of the Companies Act 2013, .
Response of company and directors for the show cause notice
9. The company and its directors failed to respond any reply to the show cause notice issued to the company and its directors and no one appeared before the Registrar of Companies on this matter and also the Registrar of Companies did not receive the show cause notice back to its office as undelivered by the postal authorities.
No Personal hearing fixed on this matter
10. The Registrar of Companies / Adjudication Officer decided not to have a personal hearing on this matter since, neither the defaulting directors not any representative of the director had either furnished their reply not had appeared before him.
Conclusion reached by the Registrar of Companies / Adjudication Officer
11. The Registrar of Companies / Adjudication Officer, after having considered the facts and circumstances of the case, came to a conclusion that the company and its directors failed to comply with the provisions of section 134 (3) (b) of the Companies Act 2013, by not disclosing the board meeting details in their board report and therefore they were liable for penalty as prescribed under the provisions of section 134(8) of the Companies Act 2013.
His conclusion has further strengthened the apprehension due to the fact that none of the directors had either furnished their reply or appeared before him on this matter, and the failure of non-compliance with section 134 (3) (b) of the Act was established by the enquiry report along with the documents submitted by the company on the Ministry of Corporate Affairs portal.
As regards imposing a lesser penalty
12. As per the provisions of section 446B of the Companies Act 2013, if a penalty is payable
for non-compliance with any of the provisions of this Act by a One Person Company, small company, star-up company or Producer Company or by any of its officers in default, or any other person in respect of such company, then such company, its officer in default or any other person, as the case may be shall be liable to a penalty which shall not be more than one-half of the penalty specified in such provisions subject to a maximum of two lakh rupees in case of a company and in case of an officer who is in default or any other person as the case may be.
The Registrar of Companies / Adjudication Officer observed that this particular company fulfils the requirement of a small company as per sub-section (85) of section 2 of the Companies Act 2013 and, therefore, was entitled to levy a lesser penalty under the provisions of section 446B of the Companies Act 2013. Accordingly, the adjudication order was passed by the Adjudicating Officer.
Order passed by the Registrar of Companies / Adjudication Officer
13. The Registrar of Companies / Adjudication Officer, in the exercise of the powers vested upon him under section 454(1) & (3) of the Companies Act 2013 and considering the facts and circumstances of the case and also after taking into consideration of the factors discussed above imposed penalty on the company and its directors as prescribed under section 134 (8) of the Companies Act 2013 for the violation committed by them under the provisions of section 134 (3) (b) of the Companies Act 2013 for the financial year 2018-19 as per details shown below in the table.
Violation committed under the Companies Act 2013
Penalty imposed upon Company / Directors
Maximum limit for penalty
Total Penalty imposed
Rupees
Rupees
Section 134 (3) (b) of the Companies Act 2013 non-disclosure of board meeting held in the board report
Company
3,00,000
1,50,000
Director -1
50,000
25,000
Director -2
50,000
25,000
Director -3
50,000
25,000
Director -4
50,000
25,000
Penalty imposed
2,50,000
(a)
The Adjudication Officer was of the opinion that the penalty was commensurate with the aforesaid failure committed by the company and its directors.
(b)
The order directed the company and its directors as mentioned in the table above to make the payment of the penalty amount within 90 days of receipt of this order through the Ministry of Corporate Affairs portal only as mentioned under Rule 3 (14) of Companies (Adjudication of Penalties) Amendment Rules 2019 under intimation to the Registrar of Companies of Kanpur.
(c)
The order also further stated that an appeal against this order may be filed with the Regional Director (Northern Region), Ministry of Corporate Affairs, B-2 Wing, 2nd Floor, Paryavaran Bhawan, CGO Complex, Lodhi Road, New Delhi within a period of sixty daysfrom the date of receipt of this order, in Form ADJ (available on Ministry website http://www.mca.gov.in) setting forth the grounds of appeal and the appeal shall have to be accompanied by a certified copy of the order. [Section 454(5) & 454(6) of the Act read with Companies (Adjudicating of Penalties) Rules, 2014].
(d)
The order drew the attention to the company and its directors to section 454(8) of the Companies Act 2013 in the event of non-compliance of this order and further stated that in case an appeal was made, the order directed the company to inform the appeal details to the Registrar of Companies of Uttar Pradesh along with the penalty imposed and the payments made.
Despatch of the order
14. The order was sent by the Registrar of Companies in terms of the provisions of Sub-rule (9) of Rule 3 of Companies (Adjudication of Penalties) Rules 2014 as amended by Companies (Adjudication of Penalties) Amendments Rules 2019 to the company and its defaulting directors present and past and also to the Regional Director, (Northern Region) Ministry of Corporate Affairs, CGO Complex, Lodhi Road, New Delhi.
The complete order for reading
15. The readers may like to read thecomplete order passed by the Registrar of Companies, Kanpur of Uttar Pradesh – order bearing no 07/ 01 / Adj-134(3)(b)/East Alpha/897-901 dated 8th May 2024 – order for violation of section 134 (Accounts of companies) of the Companies Act 2013 read with section 454 of the Companies Act 2013 read with Companies (Adjudication of Penalties) Rules 2014 and Companies Amendment Act 2020 in the matter of M/s East Alpha Alliance Technology Private Limited and the relevant website https:// www. mca. gov.in/ content/mca/global/en/data-and-reports/rd-roc-info/roc-adjudication-orders.html (order was uploaded under ROC of Kanpur on 282nd July 2024 titled as an order for violation of section 134 of the Companies Act 2013 in the matter of M/s East Alpha Alliance Technology Private Limited)
Conclusion
16. Section 134 of the Companies Act 2013, read with secretarial standard – 4 brought out by the Institute of Company Secretaries of India on the report of the board of directors spells out the details which are required to be included in the board report. In the given case, as discussed, the company failed to disclose the board meetings held in the financial year, which is a violation of the requirement section 134 (3) (b) of the Companies Act 2013. The Adjudication Officer had initiated penal action against the company and its directors, and finally, the company and directors were penalized to the tune of Rs. 2.50 lakhs (being a small company). We can conclude that the company and its directors need to take all the necessary precautions, probably by having a thorough checklist and need to take all care in ensuring absolute compliance while preparing the board report with reference to the various disclosure requirements failing which the company would be facing the penal action from the regulators and end up in legal litigation coupled with financial penalty as seen in this case. Let the directors and other officers of the company put up a compliance mechanism system by having a checklist for all applicable laws and ensure absolute compliance at all times by doing things right for the first time.
References:-
1.
The Companies Act 2013
2.
Secretarial Standard -4 on report of board of directors
3.
Companies (Adjudication of Penalties) Rules 2014
4.
Companies (Adjudication of Penalties) Amendments Rules 2019
5.
Adjudication order passed by the Registrar of Companies, Kanpur of Uttar Pradesh – order bearing no 07/ 01 / Adj-134(3)(b)/East Alpha/897-901 dated 8th May 2024 – order for violation of section 134 (Accounts of companies) of the Companies Act 2013 read with section 454 of the Companies Act 2013 read with Companies (Adjudication of Penalties) Rules 2014 and Companies Amendment Act 2020 in the matter of M/s East Alpha Alliance Technology Private Limited
Supreme Court Opinion on Retrospective Application of Companies Act 2013
The Supreme Court has recently expressed prima facie agreement with a judgment of the Allahabad High Court pertaining to the retrospective application of Section 164(2) of the Companies Act 2013. This specific section mandates the disqualification of directors for a period of five years due to non-filing of balance sheets and annual returns for any continuous three-year financial period.
A bench comprising Justices Sanjiv Khanna and Sanjiv Kumar has deferred further consideration of the matter to the week commencing from December 12, 2024. The operation of this provision was initially notified on April 1, 2014, leading to varying interpretations across different High Courts in terms of its retrospective or prospective application.
The Allahabad, Gujarat, Kerala, and Karnataka High Courts have held that section 164(2) is to be applied prospectively, whereas the Delhi High Court has opined that it can apply to the period before 2014 when the provision came into force.
The Allahabad High Court, in the judgment challenged before the Supreme Court, emphasized that the provision, being adverse and penal in nature, should not be made applicable to a financial year in the absence of any disqualifying condition as per Section 164(2). This judgment underlines that the provision, in conjunction with Section 2(41) of the Act, indicates that the financial year must commence from the 1st of April of the relevant year, and does not cover a financial year ending on 31st March.
Additionally, the Allahabad High Court upheld the validity of the provision, citing an intelligible classification between tainted and untainted Directors, deemed constitutional under Article 14 of the Constitution.
Conversely, the Delhi High Court held that the section could apply to the failure in filing returns for financial years preceding 2014, affirming that the retrospective application of the same would not significantly affect the rights of the defaulting companies. The court concluded that Section 164(2) only operates prospectively, encompassing the failure to file financial statements for the year ending on 31st March 2014 on or before 30th October 2014.
The case at hand, Union of India vs. Jai Shankar Agrahari, Diary No. – 10488/2021, brings attention to the conflicting interpretations and the need for the Supreme Court to provide clarity on the retrospective or prospective application of Section 164(2) of the Companies Act 2013.
For detailed insights into the Supreme Court’s opinion, refer to the original order here.
Recent Amendments in Corporate Social Responsibility (CSR) Norms
The Evolution of Corporate Social Responsibility in India: Analyzing Recent Amendments in the Companies Act, 2013
Introduction
Corporate Social Responsibility (CSR) has become a cornerstone of corporate governance and ethical business practices worldwide. In India, the Companies Act, 2013, brought a significant change by making CSR activities mandatory for certain classes of companies. Over the years, CSR norms have evolved, reflecting the changing landscape of corporate responsibility. The recent amendments in CSR provisions under the Companies Act, 2013, have introduced new requirements and clarifications, marking a significant shift in how companies are expected to contribute to societal welfare.
Background and Evolution of CSR in India
The concept of CSR in India gained formal recognition with the enactment of the Companies Act, 2013. Section 135 of the Act mandates that companies meeting certain thresholds of net worth, turnover, or net profit must spend at least 2% of their average net profits of the preceding three years on CSR activities. The introduction of mandatory CSR was aimed at encouraging companies to actively participate in the development of society.
One of the most notable changes in CSR norms is the introduction of penal provisions for non-compliance. Companies that fail to spend the required amount on CSR activities or fail to transfer the unspent amount to specified funds can now face monetary penalties. This amendment underscores the government’s commitment to ensuring that companies fulfill their CSR obligations seriously.
Administrative Overheads Cap
The amendments have introduced a cap on administrative overheads for CSR activities. Companies can now spend only up to 5% of their total CSR expenditure on administrative overheads. This ensures that the majority of CSR funds are directed towards actual project implementation rather than administrative costs.
Obligatory Transfer of Unspent CSR Amount
Companies are now required to transfer the unspent CSR amount to a Fund specified in Schedule VII of the Companies Act within six months of the end of the financial year. This provision aims to prevent companies from retaining unspent CSR funds and ensures that these funds are utilized for social welfare.
Impact Assessment for Large CSR Projects
Companies with an average CSR obligation of ₹10 crore or more in the three immediately preceding financial years must conduct impact assessments for their CSR projects. This requirement aims to ensure the effectiveness and transparency of CSR activities and allows stakeholders to gauge the social impact of corporate contributions.
Broadening the Scope of CSR Activities
The scope of CSR activities has been broadened to include contributions to incubators or research and development projects in the field of science, technology, engineering, and medicine funded by the central or state government or any public sector undertaking. This amendment encourages companies to invest in innovative and development-oriented projects.
Implementation Challenges and Best Practices
While the amendments aim to enhance the effectiveness of CSR activities, companies may face challenges in implementation. These include:
Compliance and Reporting:Ensuring compliance with the new norms and maintaining accurate reporting can be challenging, especially for large corporations with diverse CSR initiatives.
Impact Measurement: Conducting impact assessments and measuring the effectiveness of CSR projects require expertise and can be resource-intensive.
Administrative Constraints: Adhering to the cap on administrative overheads may necessitate restructuring of CSR management practices.
Strategic Planning: Developing a strategic CSR plan aligned with business objectives and societal needs.
Partnerships: Collaborating with NGOs, government bodies, and other stakeholders to enhance the reach and impact of CSR projects.
Capacity Building: Investing in capacity building for CSR teams to improve project implementation and reporting.
Conclusion
The recent amendments to CSR provisions under the Companies Act, 2013, reflect the evolving landscape of corporate responsibility in India. By introducing stricter compliance requirements, broadening the scope of CSR activities, and emphasizing impact assessment, these changes aim to ensure that CSR initiatives are more effective and transparent. As companies navigate these new norms, adopting strategic and collaborative approaches will be crucial in driving meaningful social impact.
These developments highlight the importance of CSR in the corporate governance framework and the need for companies to integrate social responsibility into their core business strategies. As CSR norms continue to evolve, companies must remain proactive in adapting to these changes and contributing to the holistic development of society.
Corporate Affairs Ministry (MCA) may in June or July this year go in for another round of crackdown on non-functional (shell) companies, official sources said.
This will be on top of the nearly five lakh companies struck off in the recent years and to weed out firms that were used to funnel black money, sources added.
This would mean that MCA wants to keep alive the drive (of removing non-functional firms) that had gained unprecedented traction in the immediate aftermath of the 2016 demonetisation exercise.
MCA sources also noted that government have set up a separate centre that would aid in voluntary winding up of companies within 100-odd days and the previous timeframe of taking about two years for voluntary winding up of companies is now passé.
So technically, there should not be any need for corporate houses to maintain non functional entities within their fold, it was felt.
Meanwhile, MCA sources said that investigations against online lending apps that came in for regulatory scrutiny last year is now at an advanced stage of completion.
Striking off the records is the process of removing the name of a company from the Registrar of Companies. Section 248 of the Companies Act, 2013, provides for the removal of the name of a company from the Registrar of Companies if it has not been carrying out any business or operation for a period of two immediately preceding financial years, and has not made any application within the said period for obtaining the status of a dormant company under Section 455 of the Act.
Till year 2021-22, as many as 4,32,796 companies had been struck off in five years. Number of struck off companies was highest in 2017-18 at 2,26,166; followed by 1,12, 797 in 2018-19. In the year 2019-20, as many as 43,912 companies were struck off. While no company was struck off in 2020-21, the number came in at 49,921 in 2021-22.
Few years back, the government had undertaken a special drive for the identification and striking off companies, which had not filed their financial statements or annual returns for two straight years.
The National Financial Reporting Authority (NFRA) plans to scrutinize auditors, including the Big Four, for providing “non-audit services” to the same clients they audit. This move may spark controversy as it challenges the existing norms set by the Institute of Chartered Accountants of India (ICAI). While the auditors are bound by the ICAI’s code of ethics, the prohibition on non-audit work is not clearly defined. Although Section 144 of the Companies Act 2013 restricts certain services, there are still many services that auditors can offer to their clients.
The NFRA aims to regulate services beyond those listed in Section 144 and may extend the prohibition to any other services as prescribed. Audit firms, especially the Big Four, tend to avoid providing non-audit services to listed entities to uphold their reputation, but they are less cautious with unlisted firms.
The ICAI’s guidance note emphasizes that independence is a subjective matter for auditors. NFRA’s focus on non-audit work is evident from its inspection reports and actions against auditors involved in professional misconduct.
The Ministry of Corporate Affairs (MCA) has imposed a significant penalty on Acia Communications Technology (India) Private Limited for failing to appoint a resident director as required under the Companies Act, 2013. The violation occurred for an extended period, and both the company and its directors are facing financial penalties. This article discusses the details of the violation and the penalties imposed.
Acia Communications Technology (India) Private Limited, incorporated in 2016 under the jurisdiction of the Registrar of Companies, Karnataka, is the subject of a suo-motu application submitted to the MCA. The company acknowledged that since its incorporation, it had not appointed at least one director who met the requirement of residing in India for a minimum of 182 days during a financial year. Section 149(3) of the Companies Act, 2013, mandates that every company must have at least one director who stays in India for a total of not less than 182 days during the financial year.
Upon review, it was determined that Acia Communications Technology (India) Private Limited had failed to appoint a resident director from the date of its incorporation until April 22, 2021. The company rectified this deficiency by appointing two resident individuals, Mr. Joseph Vattarmbit Anthony and Mr. Navneet Hrishikeshan, as directors on April 23, 2021. This violation extended for a total of 1703 days.
A hearing was conducted as part of the adjudication process, with Mr. Sandeep Kulkarni, a practicing company secretary, representing the company and its directors. Subsequently, the company provided details of the officers who were in default and the details of resident directors in a letter dated August 17, 2023.
As per Section 149(3) of the Companies Act, every company must have at least one director residing in India for a total period of not less than 182 days during the financial year.
Section 172 of the Companies Act specifies that if a company defaults in complying with any of the provisions of Chapter XV (which includes Section 149) for which no specific penalty or punishment is provided, the company and every officer in default may be liable for a penalty. The penalty for such default is fifty thousand rupees, with an additional penalty of five hundred rupees for each day of continuing failure, up to a maximum of three lakh rupees for the company and one lakh rupees for an officer in default.
Acia Communications Technology (India) Private Limited is not classified as a small company under the provisions of Section 2(85) of the Companies Act, 2013.
Conclusion
The Ministry of Corporate Affairs’ decision to impose significant penalties on Acia Communications Technology (India) Private Limited highlights the importance of complying with statutory requirements. The failure to appoint a resident director, as mandated by Section 149(3) of the Companies Act, 2013, resulted in penalties for the company and its directors.
The penalties levied in this case serve as a reminder to all companies to ensure that they meet their compliance obligations and adhere to legal requirements. Companies must take these obligations seriously, as even seemingly procedural violations can result in substantial financial penalties.
It is imperative for businesses and directors to be aware of their responsibilities and obligations under the Companies Act to avoid regulatory non-compliance and the associated penalties. Companies should promptly pay any penalties imposed to prevent further legal action, as failure to comply with the order could result in additional consequences under Section 454(8) of the Companies Act, 2013.
Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014-API’ dated 24.03.2015 has appointed the undersigned as Adjudicating Officer in exercise of the powers conferred by section 454 of the Companies Act, 2013 (hereinafter referred to as Act) read with Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of the Companies Act. 2013.
2. The company, Acia Communications Technology (India) Private Limited (hereinafter referred to as Company) was incorporated on 24.08.2016 under the jurisdiction of Registrar of Companies, Karnataka and the registered office of the company is presently situated at Brigade South Parade, No. 10, Mahatma Gandhi Road. Bangalore – 560001, Karnataka.
3. The company has filed a suo-motu application on 20.07.2023 and submits that since incorporation, the company was not able to have at least one director who stayed in India for a total period of not less than 182 days during the financial years. It is seen that the company was required to have at least one director who stays in India for a total period of not less than 182 days during the financial year as per the provisions of section 149 of the Act.
4. Hence it is observed that the company did not appoint a resident director right from the date of incorporation till 22.04.2021, as two resident individuals, namely, Mr. Joseph Vattarmbit Anthony and Mr. Navneet Hrishikeshan were appointed as directors on 23.04.2021. Hence the company has violated the provisions of Section 149(3) of the Companies Act, 2013 for a period from 24.08.2016 to 22.04.2021. i.e., 1703 days.
5. Pursuant to the adjudication application filed by the company. Notice of hearing was sent on 27.07.2023 and physical hearing was held on 10.08.2023. It was attended by Mr. Sandeep Kulkami practising company secretary appeared on behalf of the company and directors and made his submissions. The company thereafter submitted its details of officers who are in default and details of resident directors vide letter dated 17.08.2023.
6. As per section 149(3) of the Act, even/ company shall have at least one director who stays in India for a total period of not less than one hundred and eighty-two days during the financial year.
7. As per section 172 of the Act if a company is in default in complying with any of the provisions of this Chapter (Chapter X8 and for which no specific penalty or punishment is provided therein, the company and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees. and in case of continuing failure, with a further penalty of five hundred rupees for each day during which such failure continues, subject to a maximum of three latch rupees in case of a company and one latch rupees in case of an officer who is in default.
8. It is seen that the company, being a subsidiary company, does not fall under the definition of a small company as per the provisions of section 2(85) of the Companies Act, 2013. Therefore, the provisions of imposing lesser penalty as per the section 4468 of the Act shall not be applicable in this case.
9. Therefore, having considered the facts and circumstances of the case and the submissions made by the company/ director through their authorized representative, in view of the above said violation, and in exercise of the powers vested under Section 454(3) of the Companies Act 2013, I do hereby impose penalty in the following manner on the company and all the officers in default during the period of offence committed:
10. The company and its directors / key managerial personnel, as applicable, are hereby directed to pay the penalty amount as tabulated above within 90 days from the date of receipt of this Order and file Form INC-28 attaching a copy of the Order and payment challans. In case of directors, such penalty amount is required to be paid out of their own funds. The noticee shall pay the said amount of penalty online by using the website mca.gov.in (Miscellaneous head) specifying the details of this Order and the noticee who is paying the penalty.
11. appeal, if any, against this Order may be filed with the Regional Director (South East Region), Hyderabad within a period of 60 days from the date of receipt of this Order in form AD) setting forth the grounds of appeal and shall be accompanied by a certified copy of this Order.
12. Your attention is also invited to section 454(8) of the Companies Act 2013 in case of non-compliance of this Order wherein necessary penal action will be initiated under 454(8)0) and 454(8)80 of the Companies Act, 2013 against the company and directors / key managerial personnel without further notice in the matter.
Corporate Compliance Calendar For The Month of August, 2023 contains Compliance Requirement Under Income Tax Act, 1961, Goods & Services Tax Act, 2017 (GST), Other Statutory Laws, Foreign Exchange Management Act, 1999 (FEMA), SEBI (Listing Obligations And Disclosure Requirements) (LODR) Regulations, 2015, SEBI (Depositories and Participants) Regulations 2018), SEBI Takeover Regulations 2011, SEBI (Prohibition of Insider Trading) Regulations, 2015, SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, SEBI (Buyback of Securities) Regulations, 2018, Companies Act, 2013 (MCA/ROC and LLP Compliance), Due dates of LLP Return Filing, Due dates of ROC Return Filings, Mutual Fund related updates, Insolvency and Bankruptcy Board of India (IBBI) Updates, NCLT & NCLAT Updates, MSME Key Updates, Competition Commission of India and Investor Education and Protection Fund.
About Article: This article contains various Compliance requirements for the Month of August, 2023under various Statutory Laws. Compliance means “adhering to rules and regulations.” Compliance is a continuous process of following laws, policies, and regulations, rules to meet all the necessary governance requirements without any failure.
If you think compliance is expensive, try non‐ compliance”
Compliance Requirement Under:
1. Foreign Exchange Management Act, 1999 (FEMA) and Important Notifications
Annual return on Foreign Liabilities and Assets is required to be submitted by all the India resident companies which have received FDI and/ or made overseas investment in any of the previous year(s), including current year by July 15th every year.
Not later than 30 days from the date of issue of Capital instrument
FC-GPR is a form filed when the Indian company receives the Foreign Direct Investment and the company allots shares to a person resident outside India.
Form FC-GPR
FEMA ACT 1999
With in 60 days of receipt/ remittance of funds or transfer of capital instruments whichever is earlier.
Reporting of transfer of shares and other eligible securities between residents and non-residents and vice- versa is to be made in Form FC-TRS. The onus of reporting shall be on the resident transferor/ transferee.
Form FC-TRS.
FEMA ACT 1999
Within 30 days from the date of receipt of the amount of consideration.
A Limited Liability Partnership receiving amount of consideration and acquisition of profit shares is required to submit a report in the Form FDI LLP-1
Form FDI LLP-I
FEMA ACT 1999
within 60 days from the date of receipt of funds in
A Limited liability Partnership shall report disinvestment/ transfer of capital contribution or profit share between a resident and a non resident (or vice versa)
Form FDI LLP-II
FEMA ACT 1999
within 30 days from the date of allotment of capital instruments
The domestic custodian shall report the issue/ transfer/ of sponsored/ unsponsored depository receipts
Downstream statement -Form DI & reporting at FIFP too
Types of Accounts
Capital Account and Current Account – The purpose of the capital account is to adjust the assets and liabilities of individuals outside India to persons residing in India. Thus any transaction that results in a change of the overseas assets and liabilities in India of an Indian residing outside India or transactions overseas of a person residing in India will be considered under the capital account. All other transactions fall under the category of the current account.
Extension of validity of Directions under Section 35A read with section 56 of the Banking Regulation Act, 1949 (As Applicable to Co-operative Societies) – National Urban Co-operative Bank Ltd., Bahraich (U.P.)
Reserve Bank of India and Central Bank of the UAE sign two MoUs to (i) establish a Framework to Promote the Use of Local Currencies for Cross-border Transactions and (ii) cooperation for interlinking their payment and messaging systems
Implementation of Section 12A of the Weapons of Mass Destruction and their Delivery Systems (Prohibition of Unlawful Activities) Act, 2005: Designated List (Consolidated)
RBI Working Paper No. 07/2023: Regime-Dependent Determinants of the Uncollateralised Overnight Rate: The Interplay of Operating Procedure and Market Microstructure
Due date for deposit of Tax deducted/collected for the month of July, 2023. However, all sum deducted/collected by an office of the government shall be paid to the credit of the Central Government on the same day where tax is paid without production of an Income-tax Challan
Due date for furnishing of Form 24G by an office of the Government where TDS/TCS for the month of July, 2023 has been paid without the production of a challan
15.08.2023
7
Due date for furnishing statement in Form no. 3BB by a stock exchange in respect of transactions in which client codes been modified after registering in the system for the month of July, 2023
Due date for furnishing of challan-cum-statement in respect of tax deducted under section 194-IA for the month of July, 2023
30.08.2023
10
Due date for furnishing of challan-cum-statement in respect of tax deducted under section 194M in the month of July, 2023
30.08.2023
11
Due date for furnishing of challan-cum-statement in respect of tax deducted under section 194-IB in the month of July, 2023
30.08.2023
12
Due date for furnishing of challan-cum-statement in respect of tax deducted under section 194S in the month of July, 2023 Note: Applicable in case of specified person as mentioned under section 194S
30.08.2023
13
Application in Form 9A for exercising the option available under Explanation to section 11(1) to apply income of previous year in the next year or in future (if the assessee is required to submit return of income on October 31, 2023).
31.08.2023
14
Application in Form 9A for exercising the option available under Explanation to section 11(1) to apply income of previous year in the next year or in future (if the assessee is required to submit return of income on October 31, 2023).
31.08.2023
Centre Announces 3-Month Extension For Implementing Revised TCS Rates
Increased TCS rates to apply from 1st October, 2023: The increase in TCS rates; which were to come into effect from 1st July, 2023 shall now come into effect from October 1, 2023. Source: Click Here
Important Notifications – For the month of July – 2023:
Circular No. 12/2023 : Clarification regarding taxability of income earned by a non-resident investor from off-shore investments in investment fund routed through an Alternative Investment Fund !New
Circular to remove difficulty in implementation of changes relating to Tax Collection at Source (TCS) on Liberalised Remittance Scheme (LRS) and on purchase of overseas tour program package !New
Group A States: Chhattisgarh, Madhya Pradesh, Gujarat, Maharashtra, Karnataka, Goa, Kerala, Tamil Nadu, Telangana, Andhra Pradesh, Daman & Diu and Dadra & Nagar Haveli, Puducherry, Andaman and Nicobar Islands, Lakshadweep
c). Taxpayers having aggregate turnover upto Rs. 5 crores in preceding FY (Group B)
Tax period
Due Date
Particulars
July, 2023
24th August, 2023
Annual Turnover Up to INR 5 Cr in Previous FY But Opted Quarterly Filing
Group B States: Himachal Pradesh, Punjab, Uttarakhand, Haryana, Rajasthan, Uttar Pradesh, Bihar, Sikkim, Arunachal Pradesh, Nagaland, Manipur, Mizoram, Tripura, Meghalaya, Assam, West Bengal, Jharkhand, Odisha, Jammu and Kashmir, Ladakh, Chandigarh, Delhi
GST QRMP monthly return due date for the month of April, 2022 (IFF). Applicable for taxpayers with Annual aggregate turnover up to Rs. 1.50 Crore. Summary of outward supplies by taxpayers who have opted for the QRMP scheme.
13th of succeeding month – Monthly Quarterly Return
Seeks to extend the due date for furnishing FORM GSTR-1 for April, May and June, 2023 for registered persons whose principal place of business is in the State of Manipur
a) Provided further that the listed entity shall make such disclosures every six months within 15 days from the date of publication of its standalone and consolidated financial results: b) Disclosure of Related Party Transactions as per Regulation 23(9) needs to be filed on the same day on which financial results are published to stock exchange.
a) within 15 days from the date of publication b) disclosures every six months on the date of publication of its standalone and consolidated financial results (w.e.f. 01.04.2023)
C. Regular / Annual Compliances:
REG NO
REGULATION NO
PARTICULARS
TIMELINE
47 Advertisements in Newspapers.
47 (3) Advertisements in Newspapers
Financial results at 47 clause (b) of sub-regulation (1), shall be published within 48 hours of conclusion of the meeting of board of directors at which the financial results were approved.
48 HOURS
46 Website
46(2)(s)
The listed entity shall disseminate the following information under a separate section on its website separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial year, uploaded at least 21 days prior to the date of the annual general meeting which has been called to inter alia consider accounts of that FY.]
21 days prior 1 days prior to the date of AGM
Annual Disclosure requirements for large entities
Circular No. SEBI/HO/DDHS/CIR/P/2018/144
Annual Disclosure to be made by an entity identified as a Large Corporates (To be submitted to the Stock Exchange(s) within 45 days of the end of the FY) (Applicable for FY 2020 and 2021)
Within 45 days of the end of the FY
D. Other Quarterly compliance which included half year compliance except FR (Financial Results)
Reg No
Regulation No
Particulars
Timeline
Intimation
Reg 29 read with Reg 33
intimation regarding item specified in clause 29(1) (a) to be discussed at the meeting of board of directors shall be given at least five days in advance (excluding the date of the intimation and date of the meeting), and such intimation shall include the date of such meeting of board of directors
at least 5 working days in advance, excluding the date of the intimation and date of the meeting
Intimations and Disclosure of events or information to Stock Exchanges.
87B: Intimations and Disclosure of events or information to Stock Exchanges. READ WITH PART E OF Schedule III
The listed entity shall first disclose to stock exchange(s) of all events or information, as specified in Part E of Schedule III, as soon as reasonably possible but not later than twenty four hours from occurrence of the event or information:
24 HOURS
Valuation, Rating and NAV disclosure.
87C(1) (iii)
An issuer whose security receipts are listed on a stock exchange shall ensure that: the net asset value is calculated on the basis of such independent valuation and the same is declared by the asset reconstruction company within 15 days of the end of quarter.
Regulation 40 (9) (Regulation 40 (10)- certificate mentioned at sub-regulation (9), shall befiled with the stock exchange(s) simultaneously.)
The listed entity shall ensure that the share transfer agent and/or the in-house share transfer facility, as the case may be, produces a certificate from a practicing company secretary within 30 days from the end of the financial year, certifying that all certificates have been issued within thirty days of the date of lodgement for transfer, subdivision, consolidation, renewal, exchange or endorsement of calls/ allotment monies.
Within 30 days from the end of the financial year.
Indian Depository Receipt holding pattern & Shareholding details.
69(1)
The listed entity shall file with the stock exchange the Indian Depository Receipt holding pattern on a quarterly basis within fifteen days of end of the quarter in the format specified by the Board.
15 days from end of each quarter
E. Event based Compliances
Reg No
Regulation No
Particulars
Timeline
30 Disclosure of events or information.
30(6) AND Part A of Schedule III
The listed entity shall first disclose to stock exchange(s) of all events, as specified in Part A of Schedule III, or information as soon as reasonably possible and not later than twenty four hours from the occurrence of event or information
24 HOURS
30 Disclosure of events or information.
30(6) AND sub-para 4 of Para A of Part A of Schedule III
The listed entity shall disclose to the Exchange(s), within 30 minutes of the closure of the meeting held to consider the following: a) dividends and/or cash bonuses recommended or declared or the decision to pass any dividend and the date on which dividend shall be paid/dispatched; b) any cancellation of dividend with reasons thereof; c) the decision on buyback of securities; d) the decision with respect to fund raising proposed to be undertaken e) increase in capital by issue of bonus shares through capitalization including the date on which such bonus shares shall be credited/dispatched; f) reissue of forfeited shares or securities, or the issue of shares or securities held in reserve for future issue or the creation in any form or manner of new shares or securities or any other rights, privileges or benefits to subscribe to; g) short particulars of any other alterations of capital, including calls; h) financial results; i) decision on voluntary delisting by the listed entity from stock exchange(s).
30 MINUTES
31A: Conditions for re-classification of any person as promoter / public
31A(8)
The following events shall deemed to be material events and shall be disclosed by the listed entity to the stock exchanges as soon as reasonably possible and not later than twenty four hours from the occurrence of the event: (a) receipt of request for re-classification by the listed entity from the promoter(s) seeking re-classification; (b) minutes of the board meeting considering such request which would include the views of the board on the request; (c) submission of application for re-classification of status as promoter/public by the listed entity to the stock exchanges; (d) decision of the stock exchanges on such application as communicated to the listed entity;
24 HOURS
34 Annual Report.
34(1)(b)
In the event of any changes to the annual report, the revised copy along with the details of and explanation for the changes shall be sent not later than 48 hours after the annual general meeting.]
48 HOURS
44 Meetings of shareholders and voting
44(3)
The listed entity shall submit to the stock exchange, within two working days of the conclusion of its General Meeting, details regarding the voting results in the format specified by the Board.
2 working days
47 Advertisements in Newspapers.
47 (3) Advertisements in Newspapers
The listed entity shall publish the information specified in 47(1) in the newspaper simultaneously with the submission of the same to the stock exchange(s). The same is reproduced below 47(1) (a) notice of meeting of the board of directors where financial results shall be discussed (c)statements of deviation(s) or variation(s) as specified in sub-regulation (1) of regulation 32 on quarterly basis, after review by audit committee and its explanation in directors report in annual report; (d) notices given to shareholders by advertisement
Simultaneously
–
SCHEDULE III PART PART A 7(A)
resignation of the auditor of the listed entity, detailed reasons for resignation of auditor, as given by the said auditor, shall be disclosed by the listed entities to the stock exchanges as soon as possible but not later than twenty four hours of receipt of such reasons from the auditor
24 HOURS
–
SCHEDULE III PART PART A 7(B)
In case of resignation of an independent director of the listed entity, within seven days from the date of resignation, the following disclosures shall be made to the stock exchanges by the listed entities: i. Detailed reasons for the resignation of independent directors as given by the said director shall be disclosed by the listed entities to the stock exchanges. ii. The independent director shall, along with the detailed reasons, also provide a confirmation that there is no other material reasons other than those provided. iii. The confirmation as provided by the independent director above shall also be disclosed by the listed entities to the stock exchanges along with the detailed reasons as specified in sub-clause (i) above.]
7 days from the date of resignation
7 Share Transfer Agent.
Reg 7(4) & (5) Share Transfer Agent.
The listed entity shall intimate any change or appointment of a new share transfer agent, to the stock exchange(s) within seven days of entering into the agreement.
7 DAYS
29
Reg 29(1)
The intimation required under 29 (1), shall be given at least two working days in advance, excluding the date of the intimation and date of the meeting Reg 29(1) is reproduced below: (b) proposal for buyback of securities ; (c) proposal for voluntary delisting by the listed entity from the stock exchange(s); (d) fund raising by way of further public offer, rights issue, American Depository Receipts/Global Depository Receipts/Foreign Currency Convertible Bonds, qualified institutions placement, debt issue, preferential issue or any other method and for determination of issue price: Provided that intimation shall also be given in case of any annual general meeting or extraordinary general meeting or postal ballot that is proposed to be held for obtaining shareholder approval for further fund raising indicating type of issuance. (e) declaration/ recommendation of dividend, issue of convertible securities including convertible debentures or of debentures carrying a right to subscribe to equity shares or the passing over of dividend. (f) the proposal for declaration of bonus securities where such proposal is communicated to the board of directors of the listed entity as part of the agenda papers:
at least 2 working days in advance, excluding the date of the intimation and date of the meeting
31 Holding of specified securities and shareholding pattern.
Reg 31 (1)(a)
The listed entity shall submit to the stock exchange(s) a statement showing holding of securities and shareholding pattern separately for each class of securities, in the format specified by the Board from time to time – one day prior to listing of its securities on the stock exchange(s);
1 day prior to listing of its securities on the stock exchange(s
31
Reg 31 (1 (c)
within ten days of any capital restructuring of the listed entity resulting in a change exceeding two per cent of the total paid-up share capital:
within 10 days of any capital restructuring
31A Conditions for re-classification of any person as promoter / public
Reg 31A
an application for re-classification of a promoter/ person belonging to promoter group to public to the stock exchanges has to be made by the listed entity consequent to the following procedures and not later than thirty days from the date of approval by shareholders in general meeting
30 days from the date of approval by shareholders in general meeting
37 Draft Scheme of Arrangement & Scheme of Arrangement.
37(1)
Draft Scheme of Arrangement & Scheme of Arrangement before for obtaining Observation Letter or No-objection letter, before filing such scheme with any Court or Tribunal, in terms of requirements specified by the Board or stock exchange(s) from time to time.
Before filling the same with any court or tribunal
39 Issuance of Certificates or Receipts/Letters/Advices for securities and dealing with unclaimed securities.
39(2)
The listed entity shall issue certificates or receipts or advices, as applicable, of subdivision, split, consolidation, renewal, exchanges, endorsements, issuance of duplicates thereof or issuance of new certificates or receipts or advices, as applicable, in cases of loss or old decrepit or worn out certificates or receipts or advices, as applicable within a period of thirty days from the date of such lodgement.
30 Days
39 Issuance of Certificates or Receipts/Letters/Advices for securities and dealing with unclaimed securities
39(3)
The listed entity shall submit information regarding loss of share certificates and issue of the duplicate certificates, to the stock exchange within two days of its getting information.
2 days of its getting information.
40 Transfer or transmission or transposition of securities.
40 (3)
On receipt of proper documentation, the listed entity shall register transfers of its securities in the name of the transferee(s) and issue certificates or receipts or advices, as applicable, of transfers; or issue any valid objection or intimation to the transferee or transferor, as the case may be, within a period of fifteen days from the date of such receipt of request for transfer
15 days
40 Transfer or transmission or transposition of securities.
40 (3)
the listed entity shall ensure that transmission requests are processed for securities held in dematerialized mode within seven days after receipt of the specified documents:
7 Days
40 Transfer or transmission or transposition of securities.
40 (3)
the listed entity shall ensure that transmission requests are processed for securities held in physical mode within twenty one days after receipt of the specified documents:
21 Days
–
SCHEDULE VII: TRANSFER OF SECURITIES (PART B (1))
In case of minor differences in the signature of the transferor(s), the listed entity shall follow the following procedure for registering transfer of securities: (a) the listed entity shall promptly send to the first transferor(s), via speed post an intimation of the aforesaid defect in the documents and inform the transferor(s) that objection, supported by valid proof, is not lodged by the transferor(s) with the listed entity within fifteen days of receipt of the listed entity’s letter, then the securities shall be transferred
15 Days
42 Record Date or Date of closure of transfer books.
42(2)
The listed entity shall give notice in advance of atleast seven working days (excluding the date of intimation and the record date) to stock exchange(s) of record date specifying the purpose of the record date:
7 working days advance intimation excluding the date of the intimation and date of the meeting
42 Record Date or Date of closure of transfer books.
42(2)
in the case of rights issues, the listed entity shall give notice in advance of atleast three working days (excluding the date of intimation and the record date).]
3 working days advance intimation excluding the date of the intimation and date of the meeting
42 Record Date or Date of closure of transfer books.
42(3)
The listed entity shall recommend or declare all dividend and/or cash bonuses at least five working days (excluding the date of intimation and the record date) before the record date fixed for the purpose.
5 working days advance intimation excluding the date of the intimation and date of the meeting
46 Website
46 (3)(b)
The listed entity shall update any change in the content of its website within two working days from the date of such change in content.
2 working days
50 Intimation to stock exchange(s).
50(1)
The listed entity shall give prior intimation to the stock exchange(s) at least eleven working days before the date on and from which the interest on debentures and bonds, and redemption amount of redeemable shares or of debentures and bonds shall be payable.
11 working days
50 Intimation to stock exchange(s).
50(3)
The listed entity shall intimate to the stock exchange(s), at least two working days in advance, excluding the date of the intimation and date of the meeting, regarding the meeting of its board of directors, at which the recommendation or declaration of issue of non-convertible debt securities or any other matter affecting the rights or interests of holders of non- convertible debt securities or non – convertible redeemable preference shares is proposed to be considered.
2 working days advance intimation excluding the date of the intimation and date of the meeting
52 Financial Results.
52 (4) & (5)
The listed entity shall, within seven working days from the date of submission of the information required under sub- regulation (4), submit to stock exchange(s), a certificate signed by debenture trustee that it has taken note of the contents
7 working days
52 Financial Results.
52 (4) & (8)
The listed entity shall, within two calendar days of the conclusion of the meeting of the board of directors, publish the financial results and statement referred to in reg 52 (4), in at least one English national daily newspaper circulating in the whole or substantially the whole of India.
two calendar days of the conclusion of the meeting
57 Other submissions to stock exchange(s).
57(1)
The listed entity shall submit a certificate to the stock exchange within two days of the interest or principal or both becoming due that it has made timely payment of interests or principal obligations or both in respect of the non convertible debt securities
within 2 days
60 Record Date
60(2)
The listed entity shall give notice in advance of at least seven working days (excluding the date of intimation and the record date) to the recognised stock exchange(s) of the record date or of as many days as the stock exchange(s) may agree to or require specifying the purpose of the record date.
7 working days advance intimation excluding the date of the intimation and date of the meeting
78 Record Date.
78(2)
The listed entity shall give notice in advance of at least four working days to the recognised stock exchange(s) of record date specifying the purpose of the record date
notice in advance of at least 4 working days
82 Intimation and filings with stock exchange(s).
82(2)
The listed entity shall intimate to the stock exchange(s), at least two working days in advance, excluding the date of the intimation and date of the meeting, regarding the meeting of its board of trustees, at which the recommendation or declaration of issue of securitized debt instruments or any other matter affecting the rights or interests of holders of securitized debt instruments is proposed to be considered.
2 working days in advance, excluding the date of the intimation and date of the meeting,
82 Intimation and filings with stock exchange(s).
82(3)
The listed entity shall submit such statements, reports or information including financial information pertaining to Schemes to stock exchange within seven days from the end of the month/ actual payment date, either by itself or through the servicer, on a monthly basis in the format as specified by the Board from time to time: Provided that where periodicity of the receivables is not monthly, reporting shall be made for the relevant periods.
within 7 days
87 Record Date.
87(2)
The listed entity shall give notice in advance of atleast seven working days (excluding the date of intimation and the record date) to the recognised stock exchange(s) of the record date or of as many days as the Stock Exchange may agree to or require specifying the purpose of the record date
7 working days advance intimation excluding the date of the intimation and date of the meeting
87E Record Date.
87E(2)
The listed entity shall give notice in advance of at least seven working days (excluding the date of intimation and the record date) to the stock exchange(s) of the record date or of as many days as the stock exchange may agree to or require specifying the purpose of the record date.
7 working days advance intimation excluding the date of the intimation and date of the meeting.
6. SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
Securities and Exchange Board of India (SEBI) vide notification / Circular No. SEBI/HO/CFD/DCR1/CIR/P/2020/49 issued and publish dated 27th March 2020, has published Relaxation from compliance with certain provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 due to the COVID-19 pandemic”.
Every person, who together with persons acting in concert with him, holds shares or voting rights entitling him to exercise 25% or more of the voting rights in a target company, shall disclose their aggregate shareholding and voting rights as of the 31st day of March, in such target company in such form as may be specified.
Omitted through introduction of SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2021 Applicable w.e.f. 01.04.2022
2
Regulation 30(2)
The promoter of every target company shall together with persons acting in concert with him, disclose their aggregate shareholding and voting rights as of the thirty-first day of March, in such target company in such form as may
The promoter of every listed company shall specifically disclose detailed reasons for encumbrance if the combined encumbrance by the promoter along with PACs with him equals or exceeds: a) 50% of their shareholding in the company; or b) 20% of the total share capital of the company.
within 2 (two) working days (Provision Insertion: “Provided that the aforesaid disclosure requirement shall not be applicable where such encumbrance is undertaken in a depository”)
4.
Regulation 31(4)
Disclosure of encumbered shares
Promoter of every target company shall together with persons acting in concert with him, disclose their aggregate shareholding and voting rights as of the 31st March, in such target company in such form as may be specified.
SEBI Circulars Tracker: July, 2023
Sl.
Particulars
Link
1.
Extension of Timeline for Submission of Public Comments on the Consultation Paper on Consolidated Cybersecurity and Cyber Resilience Framework (CSCRF)
Trading Window closure period under Clause 4 of Schedule B read with Regulation 9 of SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”) – Extending framework for restricting trading by Designated Persons (“DPs”) by freezing PAN at security level to all listed companies in a phased manner
Master Circular for listing obligations and disclosure requirements for Non-convertible Securities, Securitized Debt Instruments and/ or Commercial Paper
Master Circular for issue and listing of Non-convertible Securities, Securitised Debt Instruments, Security Receipts, Municipal Debt Securities and Commercial Paper
Master circular for compliance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 by listed entities
Disclosure of material events / information by listed entities under Regulations 30 and 30A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
Filing of resolutions with the ROC regarding Board Report and Annual Accounts. The details of the resolutions passed should be filed.
MGT-14 (Filing of resolution with MCA)
Companies Act, 2013
One Time compliances
Registration of Entities for undertaking CSR activities – Trust/ Society/ Section 8 Company need to file before Acceptance of Donation as CSR w.e.f. 01st April 2021.
Within 60 (sixty) days from the conclusion of each half year.
Reconciliation of Share Capital Audit Report (Half-yearly) Pursuant to sub-rule Rule 9A (8) of Companies (Prospectus and Allotment of Securities) Rules, 2014
Every company must file DPT 3 for outstanding loans annually. The Companies (Acceptance of Deposits) Amendment Rules, 2019.
E-Form DPT – 3
Companies Act, 2013
within a period of 60 days after the holding of AGM
IEPF Authority (Accounting, Audit, Transfer and Refund) Second Amendment Rules, 2019 Statement of unclaimed and unpaid amounts. This e-form shall be filed within a period of 60 days after the holding of AGM or the date on which it should have been held as per the provisions of section 96 of the Act, whichever is earlier.
IEPF -2
Important Updates – July, 2023
Sl.
Particulars of the Circulars
Link
1
Merger of multiple user IDs in V2 Portal with new User ID in V3 and deactivation of old user ID in V2 Portal
Stakeholders are informed that Beta Version of Master Data Services in V-3 (for Testing purposes Only; not to be used for any statutory and legal purpose) shall be launched on 09/07/2023. Existing V-2 Master Data Services shall remain available for the stakeholders.
This Calendar / Compliance Tracker is updated till 31st July, 2023 with all Laws / Regulations and their respective amendments.
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Disclaimer:Every effort has been made to avoid errors or omissions in this material. In spite of this, errors may creep in. Any mistake, error or discrepancy noted may be brought to our notice which shall be taken care of in the next edition. In no event the author shall be liable for any direct, indirect, special or incidental damage resulting from or arising out of or in connection with the use of this information. Many sources have been considered including newspapers (ET, BS & HT etc.).
Annual return on Foreign Liabilities and Assets is required to be submitted by all the India resident companies which have received FDI and/ or made overseas investment in any of the previous year(s), including current year by July 15th every year.
Not later than 30 days from the date of issue of Capital instrument
FC-GPR is a form filed when the Indian company receives the Foreign Direct Investment and the company allots shares to a person resident outside India.
Form FC-GPR
FEMA ACT 1999
With in 60 days of receipt/ remittance of funds or transfer of capital instruments whichever is earlier.
Reporting of transfer of shares and other eligible securities between residents and non-residents and vice- versa is to be made in Form FC-TRS. The onus of reporting shall be on the resident transferor/ transferee.
Form FC-TRS.
FEMA ACT 1999
Within 30 days from the date of receipt of the amount of consideration.
A Limited Liability Partnership receiving amount of consideration and acquisition of profit shares is required to submit a report in the Form FDI LLP-1
Form FDI LLP-I
FEMA ACT 1999
within 60 days from the date of receipt of funds in
A Limited liability Partnership shall report disinvestment/ transfer of capital contribution or profit share between a resident and a non resident (or vice versa)
Form FDI LLP-II
FEMA ACT 1999
within 30 days from the date of allotment of capital instruments
The domestic custodian shall report the issue/ transfer/ of sponsored/ unsponsored depository receipts
Downstream statement -Form DI & reporting at FIFP too
Types of Accounts
Capital Account and Current Account – The purpose of the capital account is to adjust the assets and liabilities of individuals outside India to persons residing in India. Thus any transaction that results in a change of the overseas assets and liabilities in India of an Indian residing outside India or transactions overseas of a person residing in India will be considered under the capital account. All other transactions fall under the category of the current account.
NRI Bank Accounts
There is option for the Non-Resident Indians to set up various bank accounts in India, like FCNR, NRE and NRO Accounts.
RBI Circulars / Notifications: June, 2023
Sl.
Particulars of the Circulars
Link
1
Conference for the Directors on the Boards of Private Sector Banks
Premature redemption under Sovereign Gold Bond (SGB) Scheme – Redemption Price for premature redemption due on June 03, 2023 (June 04, 2023 being a Sunday) (Series X of SGB 2017-18)
Due date for deposit of Tax deducted/collected for the month of June, 2023. However, all sum deducted/collected by an office of the government shall be paid to the credit of the Central Government on the same day where tax is paid without production of an Income-tax Challan.
07.07.2023
2.
Due date for deposit of TDS for the period April 2023 to June 2023 when Assessing Officer has permitted quarterly deposit of TDS under section 192, 194A, 194D or 194H
07.07.2023
3
Due date for issue of TDS Certificate for tax deducted under section 194-IA in the month of May, 2023
15.07.2023
4
Due date for issue of TDS Certificate for tax deducted under section 194-IB in the month of May, 2023
15.07.2023
5
Due date for issue of TDS Certificate for tax deducted under section 194M in the month of May, 2023
15.07.2023
6
Due date for issue of TDS Certificate for tax deducted under section 194S in the month of May, 2023 Note: Applicable in case of specified person as mentioned under section 194S
15.07.2023
7
Quarterly statement in respect of foreign remittances (to be furnished by authorized dealers) in Form No. 15CC for quarter ending June, 2023
15.07.2023
8
Quarterly statement of TCS deposited for the quarter ending 30 June, 2023
15.07.2023
9
Upload the declarations received from recipients in Form No. 15G/15H during the quarter ending June, 2023
15.07.2023
10
Due date for furnishing statement in Form no. 3BB by a stock exchange in respect of transactions in which client codes been modified after registering in the system for the month of June, 2023
15.07.2023
11
Quarterly TCS certificate in respect of tax collected by any person for the quarter ending June 30, 2023
15.06.2023
12
Due date for furnishing of challan-cum-statement in respect of tax deducted under section 194-IA for the month of June, 2023
30.07.2023
13
Due date for furnishing of challan-cum-statement in respect of tax deducted under section 194-IB for the month of June, 2023
30.07.2023
14
Due date for furnishing of challan-cum-statement in respect of tax deducted under section 194M for the month of June, 2023
30.07.2023
15
Due date for furnishing of challan-cum-statement in respect of tax deducted under section 194S in the month of June, 2023 Note: Applicable in case of specified person as mentioned under section 194S
30.07.2023
16
Quarterly statement of TDS deposited for the quarter ending June 30, 2023
31.07.2023
17
Return of income for the assessment year 2023-24 for all assessee other than (a) corporate-assessee or (b) non-corporate assessee (whose books of account are required to be audited) or (c) partner of a firm whose accounts are required to be audited or the spouse of such partner if the provisions of section 5A applies or (d) an assessee who is required to furnish a report under section 92E.
31.07.2023
18
Quarterly return of non-deduction of tax at source by a banking company from interest on time deposit in respect of the quarter ending June 30, 2023.
31.07.2023
19
Statement by scientific research association, university, college or other association or Indian scientific research company as required by rules 5D, 5E and 5F (if due date of submission of return of income is July 31, 2023)
31.07.2023
20
Intimation in Form 10BBB by a pension fund in respect of each investment made in India for quarter ending June, 2023
31.07.2023
21
Intimation in Form II by Sovereign Wealth Fund in respect of investment made in India for quarter ending June, 2023
31.07.2023
Centre Announces 3-Month Extension For Implementing Revised TCS Rates
Increased TCS rates to apply from 1st October, 2023: The increase in TCS rates; which were to come into effect from 1st July, 2023 shall now come into effect from October 1, 2023. Source: Click Here
Important Notifications – For the month of June – 2023:
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Particulars of the Notification(s)
File No. / Circular No.
Link(s)
1.
Condonation of delay in filing refund claim and claim of carry forward of losses under Section 119(2)(b) of the Income-tax Act, 1961
a) Taxpayers having aggregate turnover > Rs. 5 Cr. in preceding FY
Tax period
Due Date
Particulars
June, 2023
20th July, 2023
Due Date for filling GSTR – 3B return for the month of June, 2023 for the taxpayer with Aggregate turnover exceeding INR 5 crores during previous year.
b). Taxpayers having aggregate turnover upto Rs. 5 crores in preceding FY (Group A)
Tax period
Due Date
Particulars
June, 2023
22nd July, 2023
Due Date for filling GSTR – 3B return for the month of June, 2023 for the taxpayer with Aggregate turnover upto INR 5 crores during previous year and who has opted for Quarterly filing of GSTR-3B
Group A States: Chhattisgarh, Madhya Pradesh, Gujarat, Maharashtra, Karnataka, Goa, Kerala, Tamil Nadu, Telangana, Andhra Pradesh, Daman & Diu and Dadra & Nagar Haveli, Puducherry, Andaman and Nicobar Islands, Lakshadweep
c). Taxpayers having aggregate turnover upto Rs. 5 crores in preceding FY (Group B)
Tax period
Due Date
Particulars
June, 2023
24th July, 2023
Annual Turnover Up to INR 5 Cr in Previous FY But Opted Quarterly Filing
Group B States: Himachal Pradesh, Punjab, Uttarakhand, Haryana, Rajasthan, Uttar Pradesh, Bihar, Sikkim, Arunachal Pradesh, Nagaland, Manipur, Mizoram, Tripura, Meghalaya, Assam, West Bengal, Jharkhand, Odisha, Jammu and Kashmir, Ladakh, Chandigarh, Delhi
B. Filing Form GSTR-1:
Tax period
Due Date
Remarks
Monthly return (June, 2023)
11.07.2023
1. GST Filing of returns by registered person with aggregate turnover exceeding INR 5 Crores during preceding year. 2. Registered person, with aggregate turnover of less then INR 5 Crores during preceeding year, opted for monthly filing of return under QRMP.
C. Non Resident Tax Payers, ISD, TDS & TCS Taxpayers
Return for Tax Deducted at source to be filed by Tax Deductor
10th of succeeding month
10.07.2023
GSTR -8
E-Commerce operator registered under GST liable to TCS
10th of succeeding month
10.07.2023
D. GSTR – 1 QRMP monthly / Quarterly return
Form No.
Compliance Particulars
Timeline
Due Date
Details of outward supply-IFF & Summary of outward supplies by taxpayers who have opted for the QRMP scheme.
GST QRMP monthly return due date for the month of April, 2022 (IFF). Applicable for taxpayers with Annual aggregate turnover up to Rs. 1.50 Crore. Summary of outward supplies by taxpayers who have opted for the QRMP scheme.
13th of succeeding month – Monthly Quarterly Return
13.07.2023
E. GST Refund:
Form No.
Compliance Particulars
Due Date
RFD -10
Refund of Tax to Certain Persons
18 Months after the end of quarter for which refund is to be claimed
F. Monthly Payment of GST – PMT-06:
Compliance Particular
Due Date
Due Date of payment of GST for a taxpayer with Aggregate turnover up to INR 5 crores during the previous year and who has opted for Quarterly filing of return under QRMP.
25.07.2023
G. Monthly Payment of GST – CMP-08:
Compliance Particular
Due Date
Form GST CMP-08 is used to declare the details or summary of self-assessed tax payable by taxpayers who have opted for a composition levy. Period: April – June, 2023
18.07.2023
GST UPDATES – June, 2023:
Sl.
Notification Particulars
Notification No.
Link (s)
1.
Advisory on Filing of Declaration In Annexure V by Goods Transport Agency (GTA) opting to pay tax under forward charge mechanism
Seeks to extend the due date for furnishing FORM GSTR-1 for April and May, 2023 for registered persons whose principal place of business is in the State of Manipur
Seeks to extend the due date for furnishing FORM GSTR-3B for April and May, 2023 for registered persons whose principal place of business is in the State of Manipur.
Seeks to extend the due date for furnishing FORM GSTR-7 for April and May, 2023 for registered persons whose principal place of business is in the State of Manipur.
Compliance Requirement under SEBI (Listing Obligations and Disclosure Requirements) (LODR) Regulations, 2015
A. Quarterly Compliances:
Sl. No.
Regulation reference(Reg.)
Compliance Particulars
Timeline / Due Date(For the Quarter Ended December, 2022)
Due Dates
1
27(2)
Corporate Governance Report
21 days from end of quarter
21.07.2023
2
13(3)
Statement of Investor Complaints
21 days from end of quarter
21.07.2023
3
31 (1) (b)
Shareholding Pattern
21 days from end of quarter
21.07.2023
4
33
Financial Results
45 days/60 days from end of quarter
14.08.2023
B. Half Yearly Compliances:
Sl. No.
Regulation No.
Compliance Period(Due Date)
Due Date
1.
Regulation 23(9) Related party transactions.
a) Provided further that the listed entity shall make such disclosures every six months within 15 days from the date of publication of its standalone and consolidated financial results: b) Disclosure of Related Party Transactions as per Regulation 23(9) needs to be filed on the same day on which financial results are published to stock exchange.
a) within 15 days from the date of publication b) disclosures every six months on the date of publication of its standalone and consolidated financial results (w.e.f. 01.04.2023)
C. Regular / Annual Compliances:
REG NO
REGULATION NO
PARTICULARS
TIMELINE
47 Advertisements in Newspapers.
47 (3) Advertisements in Newspapers
Financial results at 47 clause (b) of sub-regulation (1), shall be published within 48 hours of conclusion of the meeting of board of directors at which the financial results were approved.
48 HOURS
46 Website
46(2)(s)
The listed entity shall disseminate the following information under a separate section on its website separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial year, uploaded at least 21 days prior to the date of the annual general meeting which has been called to inter alia consider accounts of that FY.]
21 days prior 1 days prior to the date of AGM
Annual Disclosure requirements for large entities
Circular No. SEBI/HO/DDHS/CIR/P/2018/144
Annual Disclosure to be made by an entity identified as a Large Corporates (To be submitted to the Stock Exchange(s) within 45 days of the end of the FY) (Applicable for FY 2020 and 2021)
Within 45 days of the end of the FY
D. Other Quarterly compliance which included half year compliance except FR (Financial Results)
Reg No
Regulation No
Particulars
Timeline
Intimation
Reg 29 read with Reg 33
intimation regarding item specified in clause 29(1) (a) to be discussed at the meeting of board of directors shall be given at least five days in advance (excluding the date of the intimation and date of the meeting), and such intimation shall include the date of such meeting of board of directors
at least 5 working days in advance, excluding the date of the intimation and date of the meeting
Intimations and Disclosure of events or information to Stock Exchanges.
87B: Intimations and Disclosure of events or information to Stock Exchanges. READ WITH PART E OF Schedule III
The listed entity shall first disclose to stock exchange(s) of all events or information, as specified in Part E of Schedule III, as soon as reasonably possible but not later than twenty four hours from occurrence of the event or information:
24 HOURS
Valuation, Rating and NAV disclosure.
87C(1) (iii)
An issuer whose security receipts are listed on a stock exchange shall ensure that: the net asset value is calculated on the basis of such independent valuation and the same is declared by the asset reconstruction company within 15 days of the end of quarter.
15 Days
– Certificate from Practicing Company Secretary. .
Regulation 40 (9) (Regulation 40 (10)- certificate mentioned at sub-regulation (9), shall befiled with the stock exchange(s) simultaneously.)
The listed entity shall ensure that the share transfer agent and/or the in-house share transfer facility, as the case may be, produces a certificate from a practicing company secretary within 30 days from the end of the financial year, certifying that all certificates have been issued within thirty days of the date of lodgement for transfer, subdivision, consolidation, renewal, exchange or endorsement of calls/ allotment monies.
Within 30 days from the end of the financial year.
Indian Depository Receipt holding pattern & Shareholding details.
69(1)
The listed entity shall file with the stock exchange the Indian Depository Receipt holding pattern on a quarterly basis within fifteen days of end of the quarter in the format specified by the Board.
15 days from end of each quarter
E. Event based Compliances
Reg No
Regulation No
Particulars
Timeline
30 Disclosure of events or information.
30(6) AND Part A of Schedule III
The listed entity shall first disclose to stock exchange(s) of all events, as specified in Part A of Schedule III, or information as soon as reasonably possible and not later than twenty four hours from the occurrence of event or information
24 HOURS
30 Disclosure of events or information.
30(6) AND sub-para 4 of Para A of Part A of Schedule III
The listed entity shall disclose to the Exchange(s), within 30 minutes of the closure of the meeting held to consider the following: a) dividends and/or cash bonuses recommended or declared or the decision to pass any dividend and the date on which dividend shall be paid/dispatched; b) any cancellation of dividend with reasons thereof; c) the decision on buyback of securities; d) the decision with respect to fund raising proposed to be undertaken e) increase in capital by issue of bonus shares through capitalization including the date on which such bonus shares shall be credited/dispatched; f) reissue of forfeited shares or securities, or the issue of shares or securities held in reserve for future issue or the creation in any form or manner of new shares or securities or any other rights, privileges or benefits to subscribe to; g) short particulars of any other alterations of capital, including calls; h) financial results; i) decision on voluntary delisting by the listed entity from stock exchange(s).
30 MINUTES
31A: Conditions for re-classification of any person as promoter / public
31A(8)
The following events shall deemed to be material events and shall be disclosed by the listed entity to the stock exchanges as soon as reasonably possible and not later than twenty four hours from the occurrence of the event: (a) receipt of request for re-classification by the listed entity from the promoter(s) seeking re-classification; (b) minutes of the board meeting considering such request which would include the views of the board on the request; (c) submission of application for re-classification of status as promoter/public by the listed entity to the stock exchanges; (d) decision of the stock exchanges on such application as communicated to the listed entity;
24 HOURS
34 Annual Report.
34(1)(b)
In the event of any changes to the annual report, the revised copy along with the details of and explanation for the changes shall be sent not later than 48 hours after the annual general meeting.]
48 HOURS
44 Meetings of shareholders and voting
44(3)
The listed entity shall submit to the stock exchange, within forty eight hours of conclusion of its General Meeting, details regarding the voting results in the format specified by the Board.
48 HOURS
47 Advertisements in Newspapers.
47 (3) Advertisements in Newspapers
The listed entity shall publish the information specified in 47(1) in the newspaper simultaneously with the submission of the same to the stock exchange(s). The same is reproduced below 47(1) (a) notice of meeting of the board of directors where financial results shall be discussed (c )statements of deviation(s) or variation(s) as specified in sub-regulation (1) of regulation 32 on quarterly basis, after review by audit committee and its explanation in directors report in annual report; (d) notices given to shareholders by advertisement
Simultaneously
–
SCHEDULE III PART PART A 7(A)
resignation of the auditor of the listed entity, detailed reasons for resignation of auditor, as given by the said auditor, shall be disclosed by the listed entities to the stock exchanges as soon as possible but not later than twenty four hours of receipt of such reasons from the auditor
24 HOURS
–
SCHEDULE III PART PART A 7(B)
In case of resignation of an independent director of the listed entity, within seven days from the date of resignation, the following disclosures shall be made to the stock exchanges by the listed entities: i. Detailed reasons for the resignation of independent directors as given by the said director shall be disclosed by the listed entities to the stock exchanges. ii. The independent director shall, along with the detailed reasons, also provide a confirmation that there is no other material reasons other than those provided. iii. The confirmation as provided by the independent director above shall also be disclosed by the listed entities to the stock exchanges along with the detailed reasons as specified in sub-clause (i) above.]
7 days from the date of resignation
7 Share Transfer Agent.
Reg 7(4) & (5) Share Transfer Agent.
The listed entity shall intimate any change or appointment of a new share transfer agent, to the stock exchange(s) within seven days of entering into the agreement.
7 DAYS
29
Reg 29(1)
The intimation required under 29 (1), shall be given at least two working days in advance, excluding the date of the intimation and date of the meeting Reg 29(1) is reproduced below: (b) proposal for buyback of securities ; (c) proposal for voluntary delisting by the listed entity from the stock exchange(s); (d) fund raising by way of further public offer, rights issue, American Depository Receipts/Global Depository Receipts/Foreign Currency Convertible Bonds, qualified institutions placement, debt issue, preferential issue or any other method and for determination of issue price: Provided that intimation shall also be given in case of any annual general meeting or extraordinary general meeting or postal ballot that is proposed to be held for obtaining shareholder approval for further fund raising indicating type of issuance. (e) declaration/ recommendation of dividend, issue of convertible securities including convertible debentures or of debentures carrying a right to subscribe to equity shares or the passing over of dividend. (f) the proposal for declaration of bonus securities where such proposal is communicated to the board of directors of the listed entity as part of the agenda papers:
at least 2 working days in advance, excluding the date of the intimation and date of the meeting
31 Holding of specified securities and shareholding pattern.
Reg 31 (1)(a)
The listed entity shall submit to the stock exchange(s) a statement showing holding of securities and shareholding pattern separately for each class of securities, in the format specified by the Board from time to time – one day prior to listing of its securities on the stock exchange(s);
1 day prior to listing of its securities on the stock exchange(s
31
Reg 31 (1 (c)
within ten days of any capital restructuring of the listed entity resulting in a change exceeding two per cent of the total paid-up share capital:
within 10 days of any capital restructuring
31A Conditions for re-classification of any person as promoter / public
Reg 31A
an application for re-classification of a promoter/ person belonging to promoter group to public to the stock exchanges has to be made by the listed entity consequent to the following procedures and not later than thirty days from the date of approval by shareholders in general meeting
30 days from the date of approval by shareholders in general meeting
37 Draft Scheme of Arrangement & Scheme of Arrangement.
37(1)
Draft Scheme of Arrangement & Scheme of Arrangement before for obtaining Observation Letter or No-objection letter, before filing such scheme with any Court or Tribunal, in terms of requirements specified by the Board or stock exchange(s) from time to time.
Before filling the same with any court or tribunal
39 Issuance of Certificates or Receipts/Letters/Advices for securities and dealing with unclaimed securities.
39(2)
The listed entity shall issue certificates or receipts or advices, as applicable, of subdivision, split, consolidation, renewal, exchanges, endorsements, issuance of duplicates thereof or issuance of new certificates or receipts or advices, as applicable, in cases of loss or old decrepit or worn out certificates or receipts or advices, as applicable within a period of thirty days from the date of such lodgement.
30 Days
39 Issuance of Certificates or Receipts/Letters/Advices for securities and dealing with unclaimed securities
39(3)
The listed entity shall submit information regarding loss of share certificates and issue of the duplicate certificates, to the stock exchange within two days of its getting information.
2 days of its getting information.
40 Transfer or transmission or transposition of securities.
40 (3)
On receipt of proper documentation, the listed entity shall register transfers of its securities in the name of the transferee(s) and issue certificates or receipts or advices, as applicable, of transfers; or issue any valid objection or intimation to the transferee or transferor, as the case may be, within a period of fifteen days from the date of such receipt of request for transfer
15 days
40 Transfer or transmission or transposition of securities.
40 (3)
the listed entity shall ensure that transmission requests are processed for securities held in dematerialized mode within seven days after receipt of the specified documents:
7 Days
40 Transfer or transmission or transposition of securities.
40 (3)
the listed entity shall ensure that transmission requests are processed for securities held in physical mode within twenty one days after receipt of the specified documents:
21 Days
–
SCHEDULE VII: TRANSFER OF SECURITIES (PART B (1))
In case of minor differences in the signature of the transferor(s), the listed entity shall follow the following procedure for registering transfer of securities: (a) the listed entity shall promptly send to the first transferor(s), via speed post an intimation of the aforesaid defect in the documents and inform the transferor(s) that objection, supported by valid proof, is not lodged by the transferor(s) with the listed entity within fifteen days of receipt of the listed entity’s letter, then the securities shall be transferred
15 Days
42 Record Date or Date of closure of transfer books.
42(2)
The listed entity shall give notice in advance of atleast seven working days (excluding the date of intimation and the record date) to stock exchange(s) of record date specifying the purpose of the record date:
7 working days advance intimation excluding the date of the intimation and date of the meeting
42 Record Date or Date of closure of transfer books.
42(2)
in the case of rights issues, the listed entity shall give notice in advance of atleast three working days (excluding the date of intimation and the record date).]
3 working days advance intimation excluding the date of the intimation and date of the meeting
42 Record Date or Date of closure of transfer books.
42(3)
The listed entity shall recommend or declare all dividend and/or cash bonuses at least five working days (excluding the date of intimation and the record date) before the record date fixed for the purpose.
5 working days advance intimation excluding the date of the intimation and date of the meeting
46 Website
46 (3)(b)
The listed entity shall update any change in the content of its website within two working days from the date of such change in content.
2 working days
50 Intimation to stock exchange(s).
50(1)
The listed entity shall give prior intimation to the stock exchange(s) at least eleven working days before the date on and from which the interest on debentures and bonds, and redemption amount of redeemable shares or of debentures and bonds shall be payable.
11 working days
50 Intimation to stock exchange(s).
50(3)
The listed entity shall intimate to the stock exchange(s), at least two working days in advance, excluding the date of the intimation and date of the meeting, regarding the meeting of its board of directors, at which the recommendation or declaration of issue of non-convertible debt securities or any other matter affecting the rights or interests of holders of non- convertible debt securities or non – convertible redeemable preference shares is proposed to be considered.
2 working days advance intimation excluding the date of the intimation and date of the meeting
52 Financial Results.
52 (4) & (5)
The listed entity shall, within seven working days from the date of submission of the information required under sub- regulation (4), submit to stock exchange(s), a certificate signed by debenture trustee that it has taken note of the contents
7 working days
52 Financial Results.
52 (4) & (8)
The listed entity shall, within two calendar days of the conclusion of the meeting of the board of directors, publish the financial results and statement referred to in reg 52 (4), in at least one English national daily newspaper circulating in the whole or substantially the whole of India.
two calendar days of the conclusion of the meeting
57 Other submissions to stock exchange(s).
57(1)
The listed entity shall submit a certificate to the stock exchange within two days of the interest or principal or both becoming due that it has made timely payment of interests or principal obligations or both in respect of the non convertible debt securities
within 2 days
60 Record Date
60(2)
The listed entity shall give notice in advance of at least seven working days (excluding the date of intimation and the record date) to the recognised stock exchange(s) of the record date or of as many days as the stock exchange(s) may agree to or require specifying the purpose of the record date.
7 working days advance intimation excluding the date of the intimation and date of the meeting
78 Record Date.
78(2)
The listed entity shall give notice in advance of at least four working days to the recognised stock exchange(s) of record date specifying the purpose of the record date
notice in advance of at least 4 working days
82 Intimation and filings with stock exchange(s).
82(2)
The listed entity shall intimate to the stock exchange(s), at least two working days in advance, excluding the date of the intimation and date of the meeting, regarding the meeting of its board of trustees, at which the recommendation or declaration of issue of securitized debt instruments or any other matter affecting the rights or interests of holders of securitized debt instruments is proposed to be considered.
2 working days in advance, excluding the date of the intimation and date of the meeting,
82 Intimation and filings with stock exchange(s).
82(3)
The listed entity shall submit such statements, reports or information including financial information pertaining to Schemes to stock exchange within seven days from the end of the month/ actual payment date, either by itself or through the servicer, on a monthly basis in the format as specified by the Board from time to time: Provided that where periodicity of the receivables is not monthly, reporting shall be made for the relevant periods.
within 7 days
87 Record Date.
87(2)
The listed entity shall give notice in advance of atleast seven working days (excluding the date of intimation and the record date) to the recognised stock exchange(s) of the record date or of as many days as the Stock Exchange may agree to or require specifying the purpose of the record date
7 working days advance intimation excluding the date of the intimation and date of the meeting
87E Record Date.
87E(2)
The listed entity shall give notice in advance of at least seven working days (excluding the date of intimation and the record date) to the stock exchange(s) of the record date or of as many days as the stock exchange may agree to or require specifying the purpose of the record date.
6. SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
Securities and Exchange Board of India (SEBI) vide notification / Circular No. SEBI/HO/CFD/DCR1/CIR/P/2020/49 issued and publish dated 27th March 2020, has published Relaxation from compliance with certain provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 due to the COVID-19 pandemic”.
Sl. No.
Regulation No.
Compliance Particular
Compliance Period(Due Date)
1
Regulation 30(1)
Every person, who together with persons acting in concert with him, holds shares or voting rights entitling him to exercise 25% or more of the voting rights in a target company, shall disclose their aggregate shareholding and voting rights as of the 31st day of March, in such target company in such form as may be specified.
Omitted through introduction of SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2021 Applicable w.e.f. 01.04.2022
2
Regulation 30(2)
The promoter of every target company shall together with persons acting in concert with him, disclose their aggregate shareholding and voting rights as of the thirty-first day of March, in such target company in such form as may
The promoter of every listed company shall specifically disclose detailed reasons for encumbrance if the combined encumbrance by the promoter along with PACs with him equals or exceeds: a) 50% of their shareholding in the company; or b) 20% of the total share capital of the company.
within 2 (two) working days (Provision Insertion: “Provided that the aforesaid disclosure requirement shall not be applicable where such encumbrance is undertaken in a depository”)
4.
Regulation 31(4)
Disclosure of encumbered shares
Promoter of every target company shall together with persons acting in concert with him, disclose their aggregate shareholding and voting rights as of the 31st March, in such target company in such form as may be specified.
7. SEBI (Prohibition of Insider Trading) Regulations, 2015
Sl. No.
Regulation No.
Compliance Particular
Compliance Period(Due Date)
1
Regulation 7(2)“Continual Disclosures”
Every promoter, employee and director of every company shall disclose to the company the number of such securities acquired or disposed of within two trading days of such transaction if the value of the securities traded, whether in one transaction or a series of transactions over any calendar quarter, aggregates to a traded value in excess of ten lakh rupees (10,00,000/-) or such other value as may be specified;
Every company shall notify; within two trading days of receipt of the disclosure or from becoming aware of such information
8. SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018
Sl. No.
Regulation No.
Compliance Particular
Compliance Period(Due Date)
1
Schedule XIX – Para (2) of ICDR Read with Reg 108 of SEBI LODR
“The issuer shall make an application for listing from the date of allotment, within such period as may be specified by the Board from time to time, to one or more recognized stock exchange(s)”. In regard to above, it is specified that Issuer shall make an application to the exchange/s for listing in case of further issue of equity shares from the date of allotment within 20 days (unless otherwise specified).
Within 20 days from the date of allotment
2
Regulation 162
The tenure of the convertible securities of the issuer shall not exceed eighteen months from the date of their allotment.
Application for trading approval to the stock exchange Listed entities shall make an application for trading approval to the stock exchange/s within 7 working days from the date of grant of listing approval by the stock exchange/s.
Within 7 working days from grant of date of listing approval
4
Regulation 76 Application for rights issue
The issuer along with lead managers and other parties related to the issue shall constitute an optional mechanism (non-cash mode only) to accept the applications of the shareholders to apply to rights issue subject to ensuring that no third-party payments shall be allowed in respect of any application.
5.
Regulation 77 Service of Documents
In case if the company fails to adhere to modes of dispatch through registered post or speed post or courier services due to Covid-19 conditions it will not be treated as non-compliance during the said period. The issuers shall publish required & necessary documents on the websites of the company, registrar, stock exchanges and the lead managers to the rights issue.
6
Regulation 84 Advertisement
Issuer has the flexibility to publish the advertisement in additional newspapers above those required in Regulation 84. The advertisement should also be made available on: A. Website of the Issuer, Registrar, Lead Managers, and Stock Exchanges. B. Television channels, radio, the internet, etc. to spread information related to the process.
9. SEBI (Buyback of Securities) Regulations, 2018 (Buyback Regulations)
Sl.
Regulation No.
Compliance Particular
Compliance Period(Due Date)
1
Regulation 11 and 24(iv)
Extinguishment of equity shares in connection with Buyback The particulars of the security certificates extinguished and destroyed shall be furnished by the company to the stock exchanges where the shares or other specified securities of the company are listed within seven days of extinguishment and destruction of the certificates.
7 days of extinguishment and destruction of the certificates
10. SEBI (Depositories and Participants) Regulations 2018)
Sl. No.
Particulars
Due Date
1.
Regulation 76 -Reconciliation of Shares and Capital Audit
Within 30 days from end of quarter.
2.
Regulation 74 (5): Processing of demat requests form by Issuer/RTAs – Certificate Received from Registrar
Within 15 days from the end of each quarter.
SEBI Circulars Tracker: June, 2023
Sl.
Particulars
Link
1.
Updates for Implementation of Section 51A of UAPA, 1967: Updates to UNSC’s 1267/ 1989 ISIL (Da’esh) & Al-Qaida Sanctions List: Amendment in 1 entry
Informal Guidance Letter to Vidli Restaurants Ltd. with regard to Regulation 10(1)(a)(i) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (Takeover Regulations).
Interim Order-cum-Show Cause Notice in case of market manipulation of shares of five small cap companies through circulation of Bulk SMSs to induce Investors
Adherence to provisions of regulation 51A of SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 by Online Bond Platform Providers on product offerings on Online Bond Platforms
Amendment to Guidelines on Anti-Money Laundering (AML) Standards and Combating the Financing of Terrorism (CFT) /Obligations of Securities Market Intermediaries under the Prevention of Money Laundering Act, 2002 and Rules framed there under
Consultation Paper on framework for mandating additional disclosures from Foreign Portfolio Investors (FPIs) that fulfil certain objective criteria, to 1) guard against possible circumvention of Minimum Public Shareholding (“MPS”), and 2) to guard against possible misuse of the FPI route to circumvent the requirements of Press Note 3 (“PN3”)
Request for Informal Guidance by way of an ‘interpretative letter’ under Securities and Exchange Board of India (Informal Guidance) Scheme, 2003 regarding the applicability of Business Responsibility and Sustainability Reporting (BRSR)
Informal Guidance request received from NTPC Limited with respect to Related Party Transactions (RPTs) under Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘LODR Regulations’).
Extension of timeline for submission of public comments on the consultation paper on Institutional Mechanism for Asset Management Companies for deterrence of possible market abuse and fraudulent transactions
Extension of timeline for submission of public comments on the consultation paper on Review of Total Expense Ratio charged by Asset Management Companies (AMCs) to unitholders of schemes of Mutual Funds to facilitate greater transparency and accrual of interest of economies of scale to investors
11. Compliance Requirement UNDER Companies Act, 2013 and Rules made thereunder;
Applicable Laws/Acts
Due Dates
Compliance Particulars
Forms / Filing mode
Companies Act, 2013
Within 180 Days From The Date Of Incorporation Of The Company (one time compliance only)
As per Section 10 A (Commencement of Business) of the Companies Act, 2013, inserted vide the Companies (Amendment) Ordinance, 2018 w.e.f. 2nd November, 2018, a Company Incorporated after the ordinance and having share capital shall not commence its business or exercise any borrowing powers unless a declaration is filed by the Director within 180 days from the date of Incorporation of the Company with the ROC.
MCA E- Form INC 20A(one time compliance)
Companies Act, 2013
First declaration within 90 days from the date of notification Dt. 08.02.2019
A person having Significant beneficial owner shall file a declaration to the reporting company http://www.mca.gov.in/Ministry/pdf/CompaniesOwnersAmendmentRules_08020219.pdf i.e. within 90 days of the commencement of the Companies (Significant Beneficial Owners) Amendment Rules, 2019 i.e. 08.02.2019 In case Subsequent Acquisition of the title of Significant Beneficial Owner / Any Change therein a declaration in Form No. BEN-1 required to be filed to the reporting company, within 30 days of acquiring such significant beneficial ownership or any change therein.
The Ministry in its General Circular No. 12/2018 dated 13th December, 2018 clarified that filing of Form NFRA-1 is applicable only for Bodies Corporate and ruled out filing by Companies as defined under sub-section (20) of Section 2 the Act.
E – FormNFRA -1
Companies Act, 2013
Within 30 days of the board meeting
Filing of resolutions with the ROC regarding Board Report and Annual Accounts. The details of the resolutions passed should be filed.
MGT-14 (Filing of resolution with MCA)
Companies Act, 2013
One Time compliances
Registration of Entities for undertaking CSR activities – Trust/ Society/ Section 8 Company need to file before Acceptance of Donation as CSR w.e.f. 01st April 2021.
E-Form CSR-1
Companies Act, 2013
30th April (for Oct.2022 to March 2023)
Pursuant to Order dated 22 January, 2019 issued under Section 405 of the Companies Act, 2013, specified companies shall submit a half yearly return to MCA in respect of outstanding payments to Micro or Small Enterprises exceeding 45 days.
MSME Form 1
Companies Act, 2013
Annual Compliance (file on or after 01.04.2023)
Last date for filing DIR-3 KYC for Financial year 2022-23 is 30th September, 2023.For Every DIN / DPIN Holders.Penalty after due date is Rs. 5000/-(one time)
DIR – 3 KYC / DIR 3 Web- KYC
Companies Act, 2013
Within 60 (sixty) days from the conclusion of each half year.
Reconciliation of Share Capital Audit Report (Half-yearly) Pursuant to sub-rule Rule 9A (8) of Companies (Prospectus and Allotment of Securities) Rules, 2014
E-Form PAS – 6(please file with penalty after due date)
Companies Act, 2013
30th June, 2022 Extended till 31.07.2023
Every company must file DPT 3 for outstanding loans annually. The Companies (Acceptance of Deposits) Amendment Rules, 2019.
E-Form DPT – 3
Companies Act, 2013
within a period of 60 days after the holding of AGM
IEPF Authority (Accounting, Audit, Transfer and Refund) Second Amendment Rules, 2019 Statement of unclaimed and unpaid amounts. This e-form shall be filed within a period of 60 days after the holding of AGM or the date on which it should have been held as per the provisions of section 96 of the Act, whichever is earlier.
Stakeholders please note excel file download and upload functionality has been enabled in Form 11 LLP in which all the existing data of the Partners and Designated Partners of the LLP will get pre-filled. Stakeholders are requested to read the instruction kit before filing the form.
Stakeholders please note that in order to provide hassle-free filing experience of Form 3 LLP, excel download and upload functionality has been provided in the form in which all the existing data of the Partners and Designated Partners of the LLP will get pre-filled. Stakeholders are requested to read the instruction kit before filing the form
Stakeholders please note excel file download and upload functionality has been enabled in Form 11 LLP in which all the existing data of the Partners and Designated Partners of the LLP will get pre-filled. Stakeholders are requested to read the instruction kit before filing the form
Stakeholder may please note that last date for filing of DPT-3 form for the F.Y. 2022-23 (without paying additional fee) is 30th June 2023. Kindly complete your filing without postponing it to the last day
Chairman of the National Level Committee for drafting New National Cooperation Policy document Shri Suresh Prabhu, makes a presentation to Union Home Minister and Cooperation Minister Shri Amit Shah in New Delhi
Cabinet approves Constitution and Empowerment of an Inter-Ministerial Committee (IMC) for Facilitation of “World’s Largest Grain Storage Plan in Cooperative Sector”
IEC stands for Importer-Exporter Code which is key business identification number and is mandatory for export from India or Import to India.
The Director-General of Foreign Trade (DGFT) through Notification No. 58/2015-2020, dated 12th February, 2021 has directed that all Import Export Code (IEC) holders are now legally required to update their IEC details every year from April to June online, even if there are no changes. An IEC shall be deactivated, if it is not updated within the prescribed time. IEC so de-activated may be activated, on its successful updation. An IEC may be also be flagged for scrutiny. IEC holder(s) are required to know that any risks flagged by the system is timely addressed; failing which the IEC shall be deactivated.
IEC holders has to update IEC code annually between the period of April-June
Last due date to update IEC: 30th June, 2023
Importers will not be allowed to import commodities if they do not have the Import Export Code, and exporters will not be able to claim export benefits from the Director General of Foreign Trade unless they have an Import Export Code.
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This Calendar / Compliance Tracker is updated till 30th June, 2023 with all Laws / Regulations and their respective amendments.
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Disclaimer:Every effort has been made to avoid errors or omissions in this material. In spite of this, errors may creep in. Any mistake, error or discrepancy noted may be brought to our notice which shall be taken care of in the next edition. In no event the author shall be liable for any direct, indirect, special or incidental damage resulting from or arising out of or in connection with the use of this information. Many sources have been considered including newspapers (ET, BS & HT etc.).
Compliance Requirement UNDER Companies Act, 2013 and Rules made thereunder;
Applicable Laws/Acts
Due Dates
Compliance Particulars
Forms / Filing mode
Companies Act, 2013
Within 180 Days From The Date Of Incorporation Of The Company (one time compliance only)
As per Section 10 A (Commencement of Business) of the Companies Act, 2013, inserted vide the Companies (Amendment) Ordinance, 2018 w.e.f. 2nd November, 2018, a Company Incorporated after the ordinance and having share capital shall not commence its business or exercise any borrowing powers unless a declaration is filed by the Director within 180 days from the date of Incorporation of the Company with the ROC.
MCA E- Form INC 20A(one time compliance)
Companies Act, 2013
First declaration within 90 days from the date of notification Dt. 08.02.2019
A person having Significant beneficial owner shall file a declaration to the reporting company http://www.mca.gov.in/Ministry/pdf/CompaniesOwnersAmendmentRules_08020219.pdf i.e. within 90 days of the commencement of the Companies (Significant Beneficial Owners) Amendment Rules, 2019 i.e. 08.02.2019 In case Subsequent Acquisition of the title of Significant Beneficial Owner / Any Change therein a declaration in Form No. BEN-1 required to be filed to the reporting company, within 30 days of acquiring such significant beneficial ownership or any change therein.
The Ministry in its General Circular No. 12/2018 dated 13th December, 2018 clarified that filing of Form NFRA-1 is applicable only for Bodies Corporate and ruled out filing by Companies as defined under sub-section (20) of Section 2 the Act.
E – FormNFRA -1
Companies Act, 2013
Within 30 days of the board meeting
Filing of resolutions with the ROC regarding Board Report and Annual Accounts. The details of the resolutions passed should be filed.
MGT-14 (Filing of resolution with MCA)
Companies Act, 2013
(Half Yearly basis) 31.10.2022
Form for furnishing half yearly return with the registrar in respect of outstanding payments to Micro or Small Enterprise
E-Form MSME-1
Companies Act, 2013
Within 60 (sixty) days from the conclusion of each half year.
Reconciliation of Share Capital Audit Report (Half-yearly) Pursuant to sub-rule Rule 9A (8) of Companies (Prospectus and Allotment of Securities) Rules, 2014 To be filed all unlisted companies, deemed public companies Till further clarification to be filled in GNL-2
E-Form PAS – 6Please file on or before 29.11.2022
Companies Act, 2013
within a period of 60 days after the holding of AGM
IEPF Authority (Accounting, Audit, Transfer and Refund) Second Amendment Rules, 2019 Statement of unclaimed and unpaid amounts. This e-form shall be filed within a period of 60 days after the holding of AGM or the date on which it should have been held as per the provisions of section 96 of the Act, whichever is earlier
IEPF -2
Due dates of ROC Annual Return Filings
Sl. No.
Particulars
Due Date Particulars
E- Form
Due Date
1
Appointment of Auditor
Within 15 days from the conclusion of AGM
ADT-1
14.10.2022
2
Filing of financial statement and other documents with the ROC
Within 30 days from the conclusion of the AGM, other than OPC (In case of OPC within 180 days from the close of the financial year)
AOC-4, AOC-4 (CFS), AOC-4 XBRL, AOC-4 Non-XBRL
29.10.2022
3
Filing of annual return by a company.
Within 60 days from the conclusion of AGM MGT – 7 A: for OPC and small companies.
MGT-7 / MGT 7A 29.11.2022
4
Filing of Cost Audit Report with the Central Government
Within 30 days from the receipt of Cost Audit Report
CRA-4
5
Compliance certificate by PCS – Section 92(2)
Applicable to Companies having paid-up share capital Rs. 10 crores or more or Turnover Rs. 50 crore or more
MGT – 8 Attachment to MGT – 7
Important Updates – December, 2022
Sl.
Particulars of the Circulars
Link
1
MCA Secretary Manoj Govil nominated as SEBI Board Member
In our continuous endeavour to serve you better, the Ministry of Corporate Affairs is launching Second set of Company Forms covering 56 forms in two different lots on MCA21 V3 portal. 10 out of 56 forms will be launched on 09th January 2023 at 12:00 AM and the remaining 46 forms on 23rd January 202. Following forms will be rolled-out on 09th January 2023: SPICe+ PART A, SPICe+ PART B, RUN, AGILE PRO-S, INC-33, INC-34, INC-13, INC-31, INC-9 and URC-1. Click here to view list of 46 forms which will be rolled-out on 23rd January 2023. To facilitate implementation of these forms in V3 MCA21 portal, stakeholders are advised to note the following points: (1) Company e-Filings on V2 portal will be disabled from 07th January 2023 12:00 AM to 08th January 2023 11:59 pm for 10 forms which are planned for roll-out on 09th January 2023. (2) Company e-Filings on V2 portal will be disabled from 07th January 2023 12:00 AM to 22nd January 2023 11:59 pm for 46 forms which are planned for roll-out on 23rd January 2023. (3) All stakeholders are advised to ensure that there are no SRNs in pending payment and Resubmission status. (4) Offline payments for the above 56 forms in V2 using Pay later option would be stopped from 28th December 2022 12:00 AM. You are requested to make payments for these forms in V2 through online mode (Credit/Debit Card and Net Banking). (5) In view of the upcoming launch of 56 Company forms, V3 portal will not be available from 07th January 2023 12:00 AM to 08th Jan 2023 11:59 pm due to 10 company forms roll-out and from 21st January 2023 to 22nd January 2023 for 46 company forms roll-out. (6) V2 Portal for company filing will remain available for all the forms excluding above mentioned 56 forms. Stakeholders may plan accordingly.
This Compliance Tracker is updated till 31st December, 2022 with all Laws / Regulations and their respective amendments.
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Disclaimer:Every effort has been made to avoid errors or omissions in this material. In spite of this, errors may creep in. Any mistake, error or discrepancy noted may be brought to our notice which shall be taken care of in the next edition. In no event the author shall be liable for any direct, indirect, special or incidental damage resulting from or arising out of or in connection with the use of this information. Many sources have been considered including newspapers (ET, BS & HT etc.)
(1) Power of Registrar to Remove Name of Company from Register of Companies. As per section 248 of Companies Act 2013, the registrar of Companies may remove name of company from Register of Companies if:-
(a) a company has failed to commence its business within one year of its incorporation. (b) a company is not carrying on any business or operation for a period of two immediately preceding financial years and has not made any application within such period for obtaining the status of a dormant company .
(c) the subscribers to the memorandum have not paid the subscription money which they had undertaken to pay at the time of incorporation of a company and a declaration to this effect has not been filed within one hundred and eighty days of its incorporation.
(e) the company is not carrying on any business or operations, as revealed after the physical verification carried out by ROC under sub-section (9) of section 12.
(2)Application by Company:- A company may, after extinguishing all its liabilities, by a special resolution or consent of seventy-five per cent. members in terms of paid-up share capital, file an application in the prescribed manner to the Registrar for removing the name of the company from the register of companies on all or any of the grounds specified in sub-section (1) .
(3)Nothing in sub-section (2) shall apply to a company registered under section 8.
As per section 249 of Companies Act, 2013 An application under sub-section (2) of section 248 on behalf of a company shall not be made if, at any time in the PREVIOUS THREE MONTHS, the company—
(a) has changed its name or shifted its registered office from one State to another;
(b) has made a disposal for value of property or rights held by it, immediately before cesser of trade.
(c) has engaged in any other activity except the one which is necessary or expedient for the purpose of making an application under that section.
(d) has made an application to the Tribunal for the sanctioning of a compromise or arrangement and the matter has not been finally concluded; or
(e) is being wound up under Chapter XX of this Act or under the Insolvency and Bankruptcy Code, 2016.”
APPLICATION FOR REMOVAL OF NAME OF COMPANY WITHOUT FILING OF ANNUAL RETURNS:- Before the Amendment made by ministry, as per Rule 4 (Removal of Names of Companies from the Register of Companies) Rules, 2016, It was mandatory for company to file all its pending Annual Returns i.e. Form AOC-4, AOC-4 XBRL, MGT-7 before making an application in form STK-2 for removal of name of company to ROC.
BUT As per Amendment made by ministry on 10.05.2019 In the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016 (hereinafter referred to as the principal rules), in rule 4,─
no application in Form No. STK-2 shall be filed by a company unless it has filed overdue returns in Form No. AOC-4 (Financial Statement) or AOC-4 XBRL, as the case may be, and Form No. MGT-7 (Annual Return), up to the end of the financial year in which the company CEASED TO CARRY ITS BUSINESS OPERATIONS.
It means Company is required to file its annual return for the year, till the company have conducted the business, once the company has stopped its business, IT IS NOT REQUIRED TO FILE ITS ANNUAL PENDING RETURNS before going for strike off of company, and company can proceed for directly strike off WITHOUT FILING OF ANNUAL RETURNS OF THE YEAR IN WHICH COMPANY DOES NOT HAVE ANY BUSINESS.
Disclaimer:- The entire contents of this document have been prepared on the basis of relevant provisions and rules and as per the information existing at the time of the preparation. Although care has been taken to ensure the accuracy, completeness and reliability of the information provided, I assume no responsibility therefore. Users of this information are expected to refer to the relevant existing provisions of applicable Laws. The user of the information agrees that the information is not a professional advice and is subject to change without notice. I assume no responsibility for the consequences of use of such information.
This article contains various Compliance requirements for the Month of January, 2022 under various Statutory Laws. Compliance means “adhering to rules and regulations. ”Compliance is a continuous process of following laws, policies, and regulations, rules to meet all the necessary governance requirements without any failure.
If you think compliance is expensive, try non‐ compliance”
8.SEBI (Prohibition of Insider Trading) Regulations, 2015
9.SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018
10.SEBI (Buyback of Securities) Regulations, 2018
11. SEBI (Depositories and Participants) Regulations 2018) and Circulars
12.Insolvency and Bankruptcy Board of India (IBBI) Updates
13. NBFC Compliance Overview
14.NCLT & NCLAT Updates
15. Competition Commission of India
16. IRDAI – Insurance Sector Updates
17. Cabinet Decisions / New Acts
Compliance requirement under Income Tax act, 1961
Sl.
Compliance Particulars
Due Dates
1
Due date of depositing TDS/TCS liabilities under Income Tax Act, 1961 for previous month.
07.01.2022
2.
Due date for deposit of TDS for the period October 2021 to December 2021 when Assessing Officer has permitted quarterly deposit of TDS under section 192, section 194A, section 194D or section 194H.
07.01.2022
3
Due date for issue of TDS Certificate for tax deducted under section 194-IA in the month of November, 2021.
14.01.2022
4
Due date for issue of TDS Certificate for tax deducted under section 194-IB in the month of November, 2021.
14.01.2022
5
Due date for issue of TDS Certificate for tax deducted under section 194M in the month of November, 2021.
14.01.2022
6
Due date for filing of audit report under section 44AB for the assessment year 2021-22 in the case of a corporate-assessee or non-corporate assessee (who was required to submit his/its return of income on October 31, 2021) – extended date
15.01.2022
7
Due date for furnishing of Form 24G by an office of the Government where TDS/TCS for the month of December, 2021 has been paid without the production of a challan.
15.01.2022
8
Quarterly statement of TCS for the quarter ending December 31,2021.
15-01-2022
9
Quarterly statement in respect of foreign remittances (to be furnished by authorized dealers) in Form No. 15CC for quarter ending December, 2021.
15-01-2022
10
Due date for furnishing of Form 15G/15H declarations received during the quarter ending December, 2021.
15-01-2022
11
Quarterly TCS certificate in respect of quarter ending December 31, 2021.
30-01-2022
12
Due date for furnishing of challan-cum-statement in respect of tax deducted under section 194-IA in the month of December, 2021.
30-01-2022
13
Due date for furnishing of challan-cum-statement in respect of tax deducted under section 194-IB in the month of December, 2021.
30-01-2022
14
Due date for furnishing of challan-cum-statement in respect of tax deducted under section 194M in the month of December, 2021.
30-01-2022
15
Quarterly statement of TDS for the quarter ending December 31, 2021.
31-01-2022
16
Quarterly return of non-deduction at source by a banking company from interest on time deposit in respect of the quarter ending December 31, 2021.
31-01-2022
17
Intimation under section 286(1) in Form No. 3CEAC, by a resident constituent entity of an international group whose parent is non-resident.
31-01-2022
18
Audit report under section 44AB for the assessment year 2021-22 in the case of an assessee who is also required to submit a report pertaining to international or specified domestic transactions under section 92E. The due date for furnishing of audit report for Assessment Year 2021-22 has been extended from October 31, 2021 to November 30, 2021 vide Circular no. 9/2021, dated 20-05-2021. The due date for furnishing of audit report for Assessment Year 2021-22 has been further extended from November 30, 2021 to January 31, 2022 vide Circular no. 17/2021, dated 09-09-2021.
31-01-2022
Income Tax Due Date – Extensions
Sl.
Nature of Extension
Provisions / Forms of IT Act 1961
Earlier Due Date
Extended Due Date
1
The application in Form No. 10A/ Form No.10AB, for registration/ provisional registration/ intimation/ approval/ provisional approval of Trusts/ Institutions/ Research Associations etc.,
Under Section 10 (23C), 12AB, 35 (1) (ii) /(iia) / (iii) and 80G of the Act
30.06.2021
31.03.2022
2
Return of income for the assessment year 2021-22 in the case of an assessee if he/it is required to submit a report under section 92E pertaining to international or specified domestic transaction(s)
under section 92E
31.12.2021
28.02.2022
3
Filing of belated/revised return of income for the assessment year 2021-22 for all assessee (provided assessment has not been completed before December 31, 2021).
Belated/revised return of income for the assessment year 2021-22
31.01.2022
31.03.2022
Importatnt updates – December, 2021:
1. Pay zero income tax on Rs 10 lakh salary; check calculation to save money
Taxpayers earning above Rs 10 lakh usually cough up thousands of rupees as income tax, if not lakhs. However, by investing in the right tools, you won’t have to pay a single penny.
axpayers earning above Rs 10 lakh cough up thousands of rupees as income tax. However, there are several methods using which taxpayers can save big on income tax even if the salary is a bit more than Rs 10 lakh. If you use all the right income tax saving options, you may not need to pay a single penny. For taking full advantage of the tax exemption options available to the taxpayers, you will need to calculate the savings and expenses properly. The best part is that you don’t even need a financial manager for this as you can learn the art of saving on income tax by yourself.
How you can save Tax:
Deduct Rs.50000 as the standard tax deduction
You can save up to a maximum of Rs 1.5 lakh by putting your money in investment tools such as EPF, PPF, ELSS, NSC and up to Rs 1.5 lakh annually in the form of tuition fees for two children.
Invest up to Rs 50,000 annually in the National Pension System (NPS) scheme to get a rebate under section 80CCD (1B) of the Income Tax Act.
If you have a home loan to repay and your annual interest is over Rs 2 lakhs, then you can save up to a maximum of Rs 2 lakh under section 24B of income tax.
Further, you can claim a return of up to Rs 25,000 for health insurance premiums. You can save on the premiums of preventive healthcare check-up for spouse, children and yourself under Section 80D of the Income Tax. Moreover, buying health insurance for parents can help you avail of an additional deduction of up to Rs 50,000 if parents should be senior citizens.
2. ITR filing: Why taxpayers need to give quarter-wise breakup of dividend income?
ITR filing last date for AY 2021-22: Last date for income tax return (ITR) filing for assessment year 2021-22 is 31st December.Income tax return: In order to calculate the interest for the default in payment of advance tax liability, taxpayers are now required to give a quarter-wise breakup of dividend income received while filing ITR for AY 2021-22.
Last date for income tax return (ITR) filing for assessment year 2021-22 is 31st December. So, income taxpayers are advised to keep some changes made by the income tax department in mind while ITR filing. Reporting of dividend income while filing ITR is one such change that a taxpayer can’t afford to miss while filing ITR for AY 2021-22. Now, taxpayers need to give quarter-wise breakup of their dividend income. It will help them save income tax outgo.
In order to avoid rejection of one’s ITR form, the taxpayer needs to report dividend income breakup for the span of:
3. PAN card holders may get fined up to ₹10,000 after 31st March. Details here
PAN card holders are advised to link their Permanent Account Number (PAN) with their Aadhaar card number by 31st March 2022. Failing to do this by given deadline will not only lead to their PAN card becoming invalid but it would require a fee of ₹1,000 for PAN Aadhaar linking. The problem of the PAN card holder won’t end here only as the individual won’t be able to invest in mutual funds, stocks, open a bank account, etc. where furnishing a PAN card is must. Apart from this, if the person furnishes the PAN Card, which is no more valid, then under Section 272N of the Income Tax Act 1961, the Assessing Officer may direct that such person shall pay, by way of penalty, a sum of ten thousand rupees.
Under Section 272B of the Income Tax Act, failing to link PAN with one’s Aadhaar will lead to higher TDS and a penalty of ₹10,000. (To know more: Click Here)
Important Notifications – For the month of December – 2021:
Sl.
Particulars of the Notification(s)
File No. / Circular No.
Link(s)
1.
Income Tax Department conducts search operations in Rajasthan
More than 3 crore Income Tax Returns filed on new e-Filing portal of Income Tax Department; Taxpayers who are yet to file their ITRs for AY 2021-22 advised to file at the earliest
Protocol amending the Agreement between the Government of the Republic of India and theGovernment of the Kyrgyz Republic for the Avoidance of Double Taxation and for the Prevention of Fiscal Evasion with respect to taxes on income signed at New Delhi on 13th April, 1999.
More than 3 crore Income Tax Returns filed on new e-Filing portal of Income Tax Department; Taxpayers who are yet to file their ITRs for AY 2021-22 advised to file at the earliest
Advance Tax collections for the F.Y. 2021-22 (Till 3rd Installment) stand at Rs. 4,59,917.10 crore as on 16.12.2021 which shows a growth of approximately 53.50%
a) Taxpayers having aggregate turnover >Rs. 5 Cr. in preceding FY
Tax period
Due Date
No interest payable till
Particulars
December, 2021
20thJanuary, 2022
–
Due Date for filling GSTR – 3B return for the month of June, 2021 for the taxpayer with Aggregate turnover exceeding INR 5 crores during previous year
b). Taxpayers having aggregate turnover uptoRs. 5 crores in preceding FY (Group A)
Tax period
Due Date
No interest payable till
Particulars
December, 2021
22nd January, 2022
Due Date for filling GSTR – 3B return for the month of June, 2021 for the taxpayer with Aggregate turnover upto INR 5 crores during previous year and who has opted for Quarterly filing of GSTR-3B
Group A States: Chhattisgarh, Madhya Pradesh, Gujarat, Maharashtra, Karnataka, Goa, Kerala, Tamil Nadu, Telangana, Andhra Pradesh, Daman & Diu and Dadra & Nagar Haveli, Puducherry, Andaman and Nicobar Islands, Lakshadweep
c). Taxpayers having aggregate turnover uptoRs. 5 crores in preceding FY (Group B)
Tax period
Due Date
No interest payable till
Particulars
December, 2021
24thJanuary, 2022
Group B States:Himachal Pradesh, Punjab, Uttarakhand, Haryana, Rajasthan, Uttar Pradesh, Bihar, Sikkim, Arunachal Pradesh, Nagaland, Manipur, Mizoram, Tripura, Meghalaya, Assam, West Bengal, Jharkhand, Odisha, Jammu and Kashmir, Ladakh, Chandigarh, Delhi
B. Filing Form GSTR-1:
Tax period
Due Date
Remarks
Monthly return (December, 2021)
11.01.2022
“1. GST Filing of returns by registered person with aggregate turnover exceeding INR 5 Crores during preceeding year. 2. Registered person, with aggregate turnover of less then INR 5 Crores during preceeding year, opted for monthly filing of return under QRMP”
C. Non Resident Tax Payers, ISD, TDS & TCS Taxpayers
Return for Tax Deducted at source to be filed by Tax Deductor
10th of succeeding month
10.01.2022
GSTR -8
E-Commerce operator registered under GST liable to TCS
10th of succeeding month
10.01.2022
D. GSTR – 1 QRMP monthly / Quarterly return
Form No.
Compliance Particulars
Timeline
Due Date
Details of outward supply-IFF& Summary of outward supplies by taxpayers who have opted for the QRMP scheme.
GST QRMP monthly return due date for the month of December, 2021 (IFF). Applicable for taxpayers with Annual aggregate turnover up to Rs. 1.50 Crore. Summary of outward supplies by taxpayers who have opted for the QRMP scheme.
13th of succeeding month – Monthly Quarterly Return
13.01.2022
E. GST Refund:
Form No.
Compliance Particulars
Due Date
RFD -10
Refund of Tax to Certain Persons
18 Months after the end of quarter for which refund is to be claimed
F. Other Returns:
Form No.
Compliance Particulars
Timeline
Due Date
CMP – 08
Quarterly challan-cum-statement to be furnished by composition taxpayers. Oct-Dec’21.
Quarterly – Oct. to Dec 2021
18.01.2022
ITC – 04
GST ITC-04 is to be filed to provide details of goods sent to Job Worker or received back.
Quarterly – Oct. to Dec 2021
25.01.2022
G. Annual Returns:
Form No.
Compliance Particulars
Due Date
GSTR – 9
GSTR-9 is Annual Return applicable for registered person with aggregate turnover exceeding INR 2 Crores during the F.Y. 2020-21. However, registered person with aggregate turnoberupto INR 2 Crores have option to file GSTR-9.
28.02.2021
GSTR – 9C
GSTR-9C is reconciliation statement applicable for registered person with aggregate turnover exceeding INR 5 Crores during the F.Y. 2020-21.
28.02.2021
Major Update:
Taxpayers can now withdraw their application for cancellation of registration (filed in Form REG-16) unless the tax officer has initiated action on it.
Aadhaar authentication of registered person is mandatory for filing of Refund/Revocation of cancelled registration applications w. e. from 1.1.2022.
Key UPDATE(s) – December, 2021:
1. GST hike on textiles will put financial burden on 85% population if not withdrawn: Traders to Piyush Goyal
Ease of Doing Business for MSMEs: In November 2021, the government had notified uniform GST at 12 per cent on man made fibre (MMF), MMF yarn, MMF fabrics and apparel to address the inverted tax structure in the MMF textile value chain.
Urging Commerce Minister Piyush Goyal to withdraw proposed GST hike on textiles from 5 per cent to 12 per cent instead of deferring it, traders represented by Confederation of All India Traders (CAIT) on Tuesday said that the hike would put a ‘big financial burden’ on over 85 per cent of people in India who buys clothes of less than a thousand rupees. At a video conference by the Ministry of Textiles, trade associations under the CAIT umbrella said that the sword of GST hike is still hanging over the heads of textile and related businesses even as they thanked the government for postponing the hike for now.
“This increase will affect the country’s textile trade whereas on the other hand more than 85 per cent of the people of the country, who buy clothes of less than one thousand rupees, will have a big financial burden upon them,” CAIT said in a statement citing trade leaders. The government had deferred the GST hike on textiles from 5 per cent to 12 per cent. The decision was taken at the GST Council’s 46th meeting on Friday.(To read more: Click Here)
2. 10 Key GST Amendments with effect from 01.01.2022
The Goods and Services Tax (GST) regime will see a number of changes from January 1, 2022. The government is implementing these changes to prevent evasion and fake billing. The exchequer has been reporting loss due to existing GST structure, which is being mis-utilised by establishments.There will be some procedural changes as well, which will impact e-commerce players and food delivery aggregators, but will spare the end consumers.
The correction in inverted duty structure in footwear and textile sectors would come into effect from January 1 wherein all footwear, irrespective of prices, will attract GST at 12 per cent while all textile products, except cotton, including readymade garments will have 12 per cent GST.
While the passenger transport services provided by auto rickshaw drivers through offline/manual mode would continue to be exempt, such services when provided through any e-commerce platform would become taxable effective January 1, 2022, at 5 per cent rate.
The procedural changes that would come into effect include Swiggy and Zomato being made liable to collect and deposit GST with the government on restaurant services supplied through them from January 1. They would also be required to issue invoices in respect of such services.
There was no mandatory registration check by Swiggy/Zomato and there were unregistered restaurants supplying through these apps.
The other anti-evasion measures which would come into effect from the new year include mandatory Aadhaar authentication for claiming GST refund, blocking of the facility of GSTR-1 filing in cases where the business has not paid taxes and filed GSTR-3B in the immediate previous month.
TheGST law has been amended to allow officers to visit premises to recover tax dues without any prior show-cause notice, in cases where taxes paid in GSTR-3B is lower based on suppressed sales volume, as compared to supply details given in GSTR-1.
Currently, the turnover threshold for GST registration is ₹40 lakh for goods and ₹20 lakh for services.Exemption from mandatory goods and services tax (GST) registration that is currently available for small enterprises with annual revenue of up to ₹40 lakh may soon extend to their sales on online platforms as well, two people aware of the matter said.
According to the people cited above, who requested anonymity, the budget may provide a direction in this regard, even though the GST Council decides on indirect tax matters.
The move is expected to help micro, small and medium enterprises (MSMEs), self-employed individuals, self-help groups, and artisans sell their products online without bearing compliance costs of GST registration. Under GST rules, even if there are no transactions, GST returns must be filed from the month of registration, failing which a penalty is payable.
The proposal would still need to be ratified by the GST Council that decides on tax rates, exemptions, deadlines for GST form submissions and tax-related laws. (To read more – Click Here)
GST UPDATES – from 01.12.2021 to 31.12.2021:
Sl.
Notification Particulars
Notification No.
Link(s)
1.
Module wise new functionalities deployed on the GST Portal for taxpayers
Seeks to bring sub-rule (2) and sub-rule (3), clause (i) of sub-rule (6) and sub-rule (7) of rule 2 of the CGST (Eighth Amendment) Rules, 2021 into force w.e.f. 01.01.2022.
3. Compliance Requirement UNDER Companies Act, 2013 and Rules made thereunder;
Applicable Laws/Acts
Due Dates
Compliance Particulars
Forms / Filing mode
Companies Act, 2013
Within 180 Days From The Date Of Incorporation Of The Company (one time compliance only)
As per Section 10 A (Commencement of Business) of the Companies Act, 2013, inserted vide the Companies (Amendment) Ordinance, 2018 w.e.f. 2nd November, 2018, a Company Incorporated after the ordinance and having share capital shall not commence its business or exercise any borrowing powers unless a declaration is filed by the Director within 180 days from the date of Incorporation of the Company with the ROC.
MCA E- Form INC 20A(one time compliance)
Companies Act, 2013
First declaration within 90 days from the date of notification Dt. 08.02.2019
A person having Significant beneficial owner shall file a declaration to the reporting company http://www.mca.gov.in/Ministry/pdf/CompaniesOwnersAmendmentRules_08020219.pdf i.e. within 90 days of the commencement of the Companies (Significant Beneficial Owners) Amendment Rules, 2019 i.e. 08.02.2019 In case Subsequent Acquisition of the title of Significant Beneficial Owner / Any Change therein a declaration in Form No. BEN-1 required to be filed to the reporting company, within 30 days of acquiring such significant beneficial ownership or any change therein.
Filing of form BEN-2 under the Companies (Significant Beneficial Owners) Rules, 2018. (the date of receipt of declaration in BEN-1 ) CLICK HERE
Form BEN – 2 (e-form deployed by Ministry (ROC)) on 01.07.2019
Companies Act, 2013
Annual Compliance (30.09.2021)
*DIN KYC through DIR 3 KYC Form is an Annual Exercise. Last date for filing DIR-3 KYC for Financial year 2020-21 is 30th September, 2021Annual Exercise:CLICK HEREPenalty after due date is Rs. 5000/-(one time)
E-Form DIR – 3 KYC(Web Based and E-form)
Companies Act, 2013
Within 270 days from the date of deployment of this Form
NFRA-2(NFRA-2 e-Form live since 9th December 2019.)
Companies Act, 2013
Within 15 days of appointment of an auditor.
The Ministry in its General Circular No. 12/2018 dated 13th December, 2018 clarified that filing of Form NFRA-1 is applicable only for Bodies Corporate and ruled out filing by Companies as defined under sub-section (20) of Section 2 the Act.
E – FormNFRA -1
Companies Act, 2013
Within 30 days of the board meeting
Filing of resolutions with the ROC regarding Board Report and Annual Accounts. The details of the resolutions passed should be filed.
MGT-14 (Filing of resolution with MCA)
Companies Act, 2013
Within 60 (sixty) days from the conclusion of each half year.
Reconciliation of Share Capital Audit Report (Half-yearly) Pursuant to sub-rule Rule 9A (8) of Companies (Prospectus and Allotment of Securities) Rules, 2014 To be filed all unlisted companies, deemed public companies. Till further clarification to be filled in GNL-2
E-Form PAS – 6
Companies Act, 2013
(Half Yearly basis) 31.10.2021
Form for furnishing half yearly return with the registrar in respect of outstanding payments to Micro or Small Enterprise, can be filed delayed without any Additional Fee
E-Form MSME-1
Companies Act, 2013
One Time compliances
Registration of Entities for undertaking CSR activities – Trust/ Society/ Section 8 Company need to file before Acceptance of Donation as CSR w.e.f. 01st April 2021
E-Form CSR-1
Companies Act, 2013
within a period of 60 days after the holding of AGM
IEPF Authority (Accounting, Audit, Transfer and Refund) Second Amendment Rules, 2019 Statement of unclaimed and unpaid amounts. This e-form shall be filed within a period of 60 days after the holdingof AGM or the date on which it should have been held as perthe provisions of section 96 of the Act, whichever is earlier
IEPF -2
LLP Compliance:
Applicable Laws/Acts
Due Dates
Compliance Particulars
Forms / Filing mode
LLP Act, 2008
30.12.2021 (extended)
Statement of Account and Solvency for Financial Year 2020-21 Within30 days from the end of 6 months of the financial year to which the statement relates. Failure to file LLP Form 8 can incur a penalty of Rs. 100 per day.Late fee will start from 31st October, 2021 – i.e. after the original due date of the return – 30.10.2021
Form LLP-8
Due dates of ROC Return Filings
Sl. No.
Particulars
Due Date
E- Form
1
Appointment of Auditor
Within 15 days from the conclusion of AGM
ADT-1
2
Filing of financial statement and other documents with the ROC
15.02.2022 – due date extended for all Companies including OPC Within 30 days from the conclusion of the AGM, other than OPC (In case of OPC within 180 days from the close of the financial year)
AOC-4, AOC-4 (CFS), AOC-4 XBRL, AOC-4 Non-XBRL
3
Filing of annual return by a company.
28.02.2022 – due date extended for all Companies including OPC Within 60 days from the conclusion of AGM
MGT-7
4
Filing of annual return by a company.
28.02.2022 – due date extended for all Companies including OPC Within 60 days from the conclusion of AGM – Applicable in respect of Annual Return for the F.Y. 2020-21 and onwards of OPC and small companies.
MGT-7A
KEY UPDATES – December, 2021:
1. MCA to roll out new statutory filing module in early ’22
The new system uses artificial intelligence and machine learning for compliance management and regulatory oversight. The new filing system, developed by L&T Infotech, is now undergoing field trials.
The ministry of corporate affairs (MCA) will roll out its new “intelligent” statutory filing system for corporations and limited liability partnerships (LLPs) early next year after the current filing season, which will peak in January, said a person with knowledge of the development.
The government had earlier given businesses till the end of November to hold their annual general meetings (AGMs) for FY21 and finalize accounts, in view of the covid-19 pandemic. That gives businesses until the end of January, up to two months after holding the AGM, to file their annual returns.
“The most important part of the new e-governance system—MCA21 version 3.0—is the module for the statutory filings of companies and LLPs, which is the interface between businesses and the Registrar of Companies. Once the interface is seamlessly functional, other modules that are for internal use, such as analysis of data or the e-adjudication facility, can be rolled out without any hassle.” (To read more – Click Here)
2. Corp Affairs Ministry giving more leeway for firms to hold AGMs virtually
The corporate affairs ministry on Tuesday provided more leeway for companies in terms of holding annual general meetings in virtual mode.
The corporate affairs ministry on Tuesday provided more leeway for companies in terms of holding annual general meetings in virtual mode.The relaxation will be applicable for companies planning to hold their annual general meetings (AGMs) next year for the financial year 2021-22.
Companies proposing to hold their AGMs in 2022 for the financial year ended/ending any time before/on March 31, 2022 have been allowed to conduct the same through the virtual mode till June 30, 2022, according to a circular.
The companies can conduct their AGMs through video conference (VC) or other audio visual means (OAVM). The ministry also clarified that the circular should not be construed as conferring any extension of time for holding AGMs by the companies under the Companies Act, 2013.”It will provide a breather for companies due to the continuing restrictions (and possible third wave considerations) relating to the pandemic.” (To read more: Click Here)
3. Companies spent Rs 1.09 lakh cr towards CSR activities in 7 years: Corporate Affairs Ministry
Companies shelled out Rs 1.09 lakh crore towards various CSR activities, including those related to health, education and poverty eradication, under the companies law in the last seven financial years, according to the corporate affairs ministry.
Under the Companies Act, 2013, certain class of profitable entities are required to spend at least 2 per cent of their three-year annual average net profit towards Corporate Social Responsibility (CSR) activities during a fiscal.
Noting that the CSR architecture is disclosure-based, Singh said the philosophy is to engage corporates as partners in the socio-economic development of the country by leveraging their managerial efficiency, best practices, technology and innovation in the delivery of public good and services.
On the basis of filings made by the companies in the MCA21 registry till September 30, 2021, a cumulative amount of Rs 85,109.09 crore has been spent by companies under CSR during the financial years 2016-17 to 2020-21, Singh said. Out of the total amount, Rs 46,654.52 crore have been spent by the top 100 companies during the same period.
Relaxation on levy of additional fees is given till 15.02.2022 for filing of e-forms AOC-4, AOC-4 (CFS), AOC-4, AOC-4 XBRL AOC-4 Non-XBRL and 28.02.2022 for MGT-7/MGT-7A for the financial year ended on 31.03.2021 || To avoid any last-minute payment transaction issues, Stakeholders may avail ‘Pay Later option’ for form filings and save the challan which gets generated on the screen for future reference
Invitation of comments from public on proposed changes to the Corporate Insolvency Resolution and Liquidation Framework under Insolvency and Bankruptcy Code, 2016
Clarification on passing of Ordinary and Special resolutions by the companies under the Companies Act, 2013 read with rules made thereunder on account of COVID-19-Extention of timeline-reg.
Not later than 30 days from the date of issue of Capital instrument
FC-GPR is a form filed when the Indian company receives the Foreign Direct Investment and the company allots shares to a person resident outside India.
Form FC-GPR
FEMA ACT 1999
With in 60 days of receipt/ remittance of funds or transfer of capital instruments whichever is earlier.
Reporting of transfer of shares and other eligible securities between residents and non-residents and vice- versa is to be made in Form FC-TRS. The onus of reporting shall be on the resident transferor/ transferee.
Form FC-TRS.
FEMA ACT 1999
within 30 days from the date of receipt of the amount of consideration.
A Limited Liability Partnership receiving amount of consideration and acquisition of profit shares is required to submit a report in the Form FDI LLP-1
Form FDI LLP-I
FEMA ACT 1999
within 60 days from the date of receipt of funds in
A Limited liability Partnership shall report disinvestment/ transfer of capital contribution or profit share between a resident and a non resident (or vice versa)
Form FDI LLP-II
FEMA ACT 1999
within 30 days from the date of allotment of capital instruments
The domestic custodian shall report the issue/ transfer/ of sponsored/ unsponsored depository receipts
Downstream statement -Form DI & reporting at FIFP too
Entities which are filing FLA return for the first time/ with revised UIN (Unique identification number) are required to register themselves first for generating login credentials and afterwards they can file FLA return. However, the entities which have already registered earlier may submit FLA-2021 using their earlier login credentials.
Important Updates, November-2021:
1. FCRA registration deadline for NGOs extended till March 31
The government on Friday extended till March 31, 2022, the validity of the Foreign Contribution (Regulation) Act (FCRA) registration of NGOs that had to apply for its renewal by December 31, 2021.
The home ministry has made valid FCRA registration certificates a must for NGOs to be able to receive and utilise contributions from abroad. This is the fourth time that the Centre has granted extension to NGOs following passing of the FCRA Amendment Act in September 2020.
It said NGOs whose FCRA registration certificates are expiring “between September 29, 2020 and March 31, 2022″ and have applied for renewal on the FCRA portal before the expiry of the certificates”, in accordance with Rule 12 of the Foreign Contribution (Regulation) Rules, 2011, are eligible for the benefits, the order said.
Under FCRA 2020, it is compulsory for all NGOs to open an ‘FCRA account’ with State Bank of India’s main branch in the national capital for initial receipt of foreign contribution from a foreign source. (Source: Click Here)
2. RBI cancels auction for Rs 17,000-crore govt bonds
The Reserve Bank of India cancelled the primary sale of sovereign bonds for Rs 17,000 crore Friday in what could help arrest rising yields.
In the weekly auction held on the last day of the calendar year, the merchant banker for North Block did not accept any bids for the benchmark series and a set of floating rate bonds maturing in 2028. Bidders were likely higher than the central bank’s comfort level.
The benchmark paper carrying a coupon of 6.10 percent was on the offer for Rs 13,000 crore. Another set of Floating Rate Bond maturing in 2028 was up for sale for Rs 4,000 crore. Both were withdrawn.However, it sold a 40-year paper for Rs 7,000 crore.
During December, the benchmark 10-year bond yield touched a new 20-month high Tuesday amid concerns of higher fiscal borrowing. The gauge rose to its highest level since April last year. Shorter duration rates too rose with the central bank normalising liquidity.
3. Banks KYC: RBI extends deadline for periodic KYC update by three months
The extension has been granted in view of prevalent uncertainty due to a new variant of covid-19.
Reserve Bank of India on Thursday extended the deadline for periodic KYC (know-your-customer) update in banks by three months till March 31, 2022. The extension has been granted in view of prevalent uncertainty due to a new variant of covid-19, it said.
In May, amid the second wave of COVID-19 in the country and its induced restrictions in various states, the Reserve Bank of India (RBI) had directed banks and other regulated financial entities to not impose any punitive action against customers for failure to update KYC till the end of the year. (To Read more Click Here)
4. RBI rejects all bids for 10-year debt bonds
The Reserve Bank of India (RBI) rejected all the bids it received at the auction of the 10-year benchmark Government Security (G-Sec) and Floating Rate Bond (FRB) maturing in 2028 as market players wanted to buy these papers at higher yields.
Since the Central bank did not devolve the aforementioned auctions on the primary dealers, the 10-year G-Sec maturing in 2031 rose 11 paise to close at ₹97.51 over the previous close, with its yield declining about two basis to 6.4537 per cent.
Market players say the move to reject all the bids at the auction of the 10-year G-Sec (for a notified amount of ₹13,000 crore) and FRB (₹4,000 crore) shows that the RBI wants to maintain a tight leash on the movement of yields despite upward pressure on interest rates in the secondary debt market.RBI has cautioned that with the second supplementary demand of grants presented in December 2021, the budgeted fiscal deficit of 6.8 per cent of GDP may come under strain.(Read more- Click Here)
RBI Circulars / Notifications: December, 2021
Sl.
Particulars of the Circulars
Link
1
Supersession of the Board of Directors and Appointment of Administrator – M/s Reliance Capital Ltd
Application for initiation of Corporate Insolvency Resolution Process (CIRP) against Reliance Capital Ltd. filed under the Insolvency and Bankruptcy Code, 2016
Section 24 of the Banking Regulation Act, 1949 – Maintenance of Statutory Liquidity Ratio (SLR) – Marginal Standing Facility (MSF) – return to the normal dispensation
Directions under Section 35 A read with Section 56 of the Banking Regulation Act, 1949, (AACS) – Padmashri Dr. VitthalraoVikhePatil Co-Op. Bank Ltd., Nashik, Maharashtra – Extension of period
EPF (The Employees’ Provident Funds And Miscellaneous Provisions Act, 1952)
15.01.2022
PF Payment
ECR
ESIC (Employees’ State Insurance Act, 1948)
15.01.2022
ESIC Payment
ESI Challan
Contract Labour (Regulation &Abolition) Act, 1970
Within 15 Days of commencement/ completion of contract work
Return/Notice within 15 days of commencement/ completion of each contract by the Principal employer
Form VI-B
Contract Labour (Regulation &Abolition) Act, 1970
Within 15 Days of commencement/ completion of contract work
Notice of commencement/ completion of contract work by the Contractor within 15 days
Form VI-A
Payment of Gratuity Rule
Within 30 Days of applicability of the Act & any change
Notice of applicability of the Act & any change
Form A or B
Professional Tax
31.01.2022
PT for the month of December where the tax liability is more than Rs 1,00,000/-
PT Return
Factories Act, 1948
15.01.2022
Yearly Return ending 31st Dec, 2022
Contract Labour (R & A) Act
30.01.2022
Half Yearly Return by the Contractor ending 31stDecember, 2022
Key Updates – December, 2021:
1. Update bank account in EPFO – step-by-step guide to do it online using UAN
EPF subscribers can easily update or change their bank details at home.
Employees Provident Fund Organisation (EPFO) offers its subscribers the means to update their contact information online as part of its digital services. In order to use this service, account holders must have their Universal Account Number (UAN) available.
Here are the steps to follow if you want to update your bank details with your PF account online:
Log in to EFPO’s official website with your credentials.
On the top menu, click the ‘Manage’ tab.
Choose the ‘KYC’ option from the drop-down menu, then select ‘bank’ as the document type.
Enter the new bank account information, including the IFSC code.
Once you have updated the bank details, click on ‘Save’. The updated details will now appear in the KYC pending approval section.
Provide your employer with the necessary documents. State Bank of India customers will have their verification done by the bank itself via digital means.
Your service request status will change to Digitally Approved KYC when the KYC verification is complete.
If the employer or SBI confirms the bank details, EPFO will send a confirmation message.
UAN serves as a one-stop solution to all the needs of PF account holders without having to physically visit any place or office. (To read more Click Here)
2. Economic Advisory Council to the PM calls for unified labour law
The Economic Advisory Council to the PM (EAC-PM) has backed a unified labour code, much on the lines of the Bangladesh Labour Act of 2006, saying that the labour reforms undertaken in form of four Codes did not take a comprehensive view of all labour laws and had only standardised and streamlined the existing statutes without addressing definitional inconsistencies.
The EAC-PM has called for further simplifying of the labour laws and called for other alternative policy efforts to boost employment generation and industrial growth.
The union labour ministry had amalgamated 29 central labour laws into four Codes. These include the Code on Wages, 2019, the Code on Social Security, 2020, the Industrial Relations Code, 2020 and the Occupational Safety, Health and Working Conditions Code, 2020. These are yet to be notified.
“A ‘single unified labour law’ or reforms aimed at all sectors and nature of jobs would create a supportive business environment for the urban economy. This would allow the service sector and the new-age urban economy to truly take off,” the EAC-PM said in its report on state-level labour reforms in India, submitted to the Prime Minister’s Office earlier.
The EAC-PM is of the view that labour law reforms, though important, are not a magic bullet to boost employment generation, address the high degree of informality or even boost industrial growth, and has questioned a need for spending political capital on some labour law reforms, which are not enough for employment generation.(To read more: Click Here)
3. 4 labour codes likely to be implemented by FY23 as states ready draft rules
The four labour codes on wages, social security, industrial relations and occupation safety, health and working conditions are likely to be implemented by the next fiscal year
The four labour codes on wages, social security, industrial relations and occupation safety, health and working conditions are likely to be implemented by the next fiscal year as at least 13 states have pre-published draft rules on these laws, a senior official said.The Centre has already finalised the rules under these codes and now states are required to frame regulations on their part as labour is a concurrent subject.
Union Labour Minister Bhupender Yadav in a reply to the Rajya Sabha earlier this week had said that the Occupational Safety, Health and Working Conditions Code is the only code on which the least number of 13 states have pre-published the draft rules.The highest number of draft notifications are pre-published on The Code on Wages by 24 states/UTs followed by The Industrial Relations Code (by 20 states) and The Code on Social Security (18) states.
However, the Centre as well as states are required to notify rules under the four codes to enforce these laws in respective jurisdictions. Under the Codes, the power to make rules has been entrusted to the Central Government, State Government and appropriate Government and there is a requirement of publication of Rules in their official Gazette for a period of 30 or 45 days for public consultation.(To read more Click Here)
Updates Tracker Under Labour Laws – December, 2021:
Sl.
Particulars
Link
1
Govt. of India shall continue to provide Gratuity and PF benefits to the employees of existing Air India and Indian Airlines employees
As per 1st round of All-India Quarterly Establishment Based Employment Survey (AQEES), employment increased by 29% in nine selected sectors of economy compared to 6th Economic Census (2013-14)
Compliance Requirement under SEBI (Listing Obligations and Disclosure Requirements) (LODR) Regulations, 2015
A. Quarterly Compliances:
Sl. No.
Regulation reference(Reg.)
Compliance Particulars
Timeline / Due Date(For the Quarter Ended December, 2021)
Due Dates
1
Schedule B
Intimation of Trading Window Closure
From the end of closure of quarter
31.12.2021
2
27(2)
Corporate Governance Report
21 days from end of quarter
21.01.2022
3
13(3)
Statement of Investor Complaints
21 days from end of quarter
21.01.2022
4
31 (1) (b)
Shareholding Pattern
21 days from end of quarter
21.01.2022
5
32 & 33
Financial Results & Statement of deviation
45 days/60 days from end of quarter
14.02.2022
B. Half Yearly Compliances:
Sl. No.
Regulation No.
Compliance Particular
Compliance Period(Due Date)
Due Date
1.
Regulation 23(9)
Related party transactions.
The listed entity shall submit within 30 days from the date of publication of its standalone and consolidated financial results for the half year, disclosures of related party transactions on a consolidated basis, in the format specified in the relevant accounting standards for annual results to the stock exchanges and publish the same on its website
Within 30 days of FR
C. Regular / Annual Compliances:
REG NO
REGULATION NO
PARTICULARS
TIMELINE
47 Advertisements in Newspapers.
47 (3) Advertisements in Newspapers
Financial results at 47 clause (b) of sub-regulation (1), shall be published within 48 hours of conclusion of the meeting of board of directors at which the financial results were approved.
48 HOURS
23 Related party transactions.
Reg 23(9) Related party transactions
The listed entity shall submit within 30 days from the date of publication of its standalone and consolidated financial results for the half year, disclosures of related party transactions on a consolidated basis, in the format specified in the relevant accounting standards for annual results to the stock exchanges and publish the same on its website
30 days
24A Secretarial Audit.
Red 24A
Every listed entity and its material unlisted subsidiaries incorporated in India shall undertake secretarial audit and shall annex with its annual report, a secretarial audit report, given by a company secretary in practice, in such form as may be specified with effect from the year ended March 31, 2019. (within 60 days from the Closure of FY)
60 days from the Closure of FY
46 Website
46(2)(s)
The listed entity shall disseminate the following information under a separate section on its website separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial year, uploaded at least 21 days prior to the date of the annual general meeting which has been called to inter alia consider accounts of that financial year.]
21 days prior 1 days prior to the date of AGM
D. Other Quarterly compliance which included half year compliance except FR
REG NO
REGULATION NO
PARTICULARS
TIMELINE
Intimation
Reg 29 read with Reg 33
intimation regarding item specified in clause 29(1) (a) to be discussed at the meeting of board of directors shall be given at least five days in advance (excluding the date of the intimation and date of the meeting), and such intimation shall include the date of such meeting of board of directors
at least 5 working days in advance, excluding the date of the intimation and date of the meeting
Intimations and Disclosure of events or information to Stock Exchanges.
87B: Intimations and Disclosure of events or information to Stock Exchanges. READ WITH PART E OF Schedule III
The listed entity shall first disclose to stock exchange(s) of all events or information, as specified in Part E of Schedule III, as soon as reasonably possible but not later than twenty four hours from occurrence of the event or information:
24 HOURS
Valuation, Rating and NAV disclosure.
87C(1) (iii)
An issuer whose security receipts are listed on a stock exchange shall ensure that: the net asset value is calculated on the basis of such independent valuation and the same is declared by the asset reconstruction company within fifteen days of the end of the quarter.
15 Days
Other corporate governance requirements.
Reg 27(2)
The listed entity shall submit a quarterly compliance report on corporate governance in the format as specified by the Board from time to time to the recognised stock exchange(s) within fifteen days from close of the quarter.
15 days15/01/2022
Indian Depository Receipt holding pattern & Shareholding details.
69(1)
The listed entity shall file with the stock exchange the Indian Depository Receipt holding pattern on a quarterly basis within fifteen days of end of the quarter in the format specified by the Board.
15 days from end of each quarter 15/01/2022
E. Event based Compliances
REG NO
REGULATION NO
PARTICULARS
TIMELINE
30 Disclosure of events or information.
30(6) AND Part A of Schedule III
The listed entity shall first disclose to stock exchange(s) of all events, as specified in Part A of Schedule III, or information as soon as reasonably possible and not later than twenty four hours from the occurrence of event or information
24 HOURS
30 Disclosure of events or information.
30(6) AND sub-para 4 of Para A of Part A of Schedule III
The listed entity shall disclose to the Exchange(s), within 30 minutes of the closure of the meeting held to consider the following: a) dividends and/or cash bonuses recommended or declared or the decision to pass any dividend and the date on which dividend shall be paid/dispatched; b) any cancellation of dividend with reasons thereof; c) the decision on buyback of securities; d) the decision with respect to fund raising proposed to be undertaken e) increase in capital by issue of bonus shares through capitalization including the date on which such bonus shares shall be credited/dispatched; f) reissue of forfeited shares or securities, or the issue of shares or securities held in reserve for future issue or the creation in any form or manner of new shares or securities or any other rights, privileges or benefits to subscribe to; g) short particulars of any other alterations of capital, including calls; h) financial results; i) decision on voluntary delisting by the listed entity from stock exchange(s).
30 MINUTES
31A: Conditions for re-classification of any person as promoter / public
31A(8)
The following events shall deemed to be material events and shall be disclosed by the listed entity to the stock exchanges as soon as reasonably possible and not later than twenty four hours from the occurrence of the event: (a) receipt of request for re-classification by the listed entity from the promoter(s) seeking re-classification; (b) minutes of the board meeting considering such request which would include the views of the board on the request; (c) submission of application for re-classification of status as promoter/public by the listed entity to the stock exchanges; (d) decision of the stock exchanges on such application as communicated to the listed entity;
24 HOURS
34 Annual Report.
34(1)(b)
In the event of any changes to the annual report, the revised copy along with the details of and explanation for the changes shall be sent not later than 48 hours after the annual general meeting.]
48 HOURS
44 Meetings of shareholders and voting
44(3)
The listed entity shall submit to the stock exchange, within forty eight hours of conclusion of its General Meeting, details regarding the voting results in the format specified by the Board.
48 HOURS
47 Advertisements in Newspapers.
47 (3) Advertisements in Newspapers
The listed entity shall publish the information specified in 47(1) in the newspaper simultaneously with the submission of the same to the stock exchange(s). The same is reproduced below 47(1) (a) notice of meeting of the board of directors where financial results shall be discussed (c )statements of deviation(s) or variation(s) as specified in sub-regulation (1) of regulation 32 on quarterly basis, after review by audit committee and its explanation in directors report in annual report; (d) notices given to shareholders by advertisement
Simultaneously
–
SCHEDULE III PART PART A 7(A)
resignation of the auditor of the listed entity, detailed reasons for resignation of auditor, as given by the said auditor, shall be disclosed by the listed entities to the stock exchanges as soon as possible but not later than twenty four hours of receipt of such reasons from the auditor
24 HOURS
–
SCHEDULE III PART PART A 7(B)
In case of resignation of an independent director of the listed entity, within seven days from the date of resignation, the following disclosures shall be made to the stock exchanges by the listed entities: i. Detailed reasons for the resignation of independent directors as given by the said director shall be disclosed by the listed entities to the stock exchanges. ii. The independent director shall, along with the detailed reasons, also provide a confirmation that there is no other material reasons other than those provided. iii. The confirmation as provided by the independent director above shall also be disclosed by the listed entities to the stock exchanges along with the detailed reasons as specified in sub-clause (i) above.]
7 days from the date of resignation
7 Share Transfer Agent.
Reg 7(4) & (5) Share Transfer Agent.
The listed entity shall intimate any change or appointment of a new share transfer agent, to the stock exchange(s) within seven days of entering into the agreement.
7 DAYS
29
Reg 29(1)
The intimation required under 29 (1), shall be given at least two working days in advance, excluding the date of the intimation and date of the meeting Reg 29(1) is reproduced below: (b) proposal for buyback of securities ; (c) proposal for voluntary delisting by the listed entity from the stock exchange(s); (d) fund raising by way of further public offer, rights issue, American Depository Receipts/Global Depository Receipts/Foreign Currency Convertible Bonds, qualified institutions placement, debt issue, preferential issue or any other method and for determination of issue price: Provided that intimation shall also be given in case of any annual general meeting or extraordinary general meeting or postal ballot that is proposed to be held for obtaining shareholder approval for further fund raising indicating type of issuance. (e) declaration/ recommendation of dividend, issue of convertible securities including convertible debentures or of debentures carrying a right to subscribe to equity shares or the passing over of dividend. (f) the proposal for declaration of bonus securities where such proposal is communicated to the board of directors of the listed entity as part of the agenda papers:
at least 2 working days in advance, excluding the date of the intimation and date of the meeting
31 Holding of specified securities and shareholding pattern.
Reg 31 (1)(a)
The listed entity shall submit to the stock exchange(s) a statement showing holding of securities and shareholding pattern separately for each class of securities, in the format specified by the Board from time to time – one day prior to listing of its securities on the stock exchange(s);
1 day prior to listing of its securities on the stock exchange(s
31
Reg 31 (1 (c)
within ten days of any capital restructuring of the listed entity resulting in a change exceeding two per cent of the total paid-up share capital:
within 10 days of any capital restructuring
31A Conditions for re-classification of any person as promoter / public
Reg 31A
an application for re-classification of a promoter/ person belonging to promoter group to public to the stock exchanges has to be made by the listed entity consequent to the following procedures and not later than thirty days from the date of approval by shareholders in general meeting
30 days from the date of approval by shareholders in general meeting
37 Draft Scheme of Arrangement & Scheme of Arrangement.
37(1)
Draft Scheme of Arrangement & Scheme of Arrangement before for obtaining Observation Letter or No-objection letter, before filing such scheme with any Court or Tribunal, in terms of requirements specified by the Board or stock exchange(s) from time to time.
Before filling the same with any court or tribunal
39 Issuance of Certificates or Receipts/Letters/Advices for securities and dealing with unclaimed securities.
39(2)
The listed entity shall issue certificates or receipts or advices, as applicable, of subdivision, split, consolidation, renewal, exchanges, endorsements, issuance of duplicates thereof or issuance of new certificates or receipts or advices, as applicable, in cases of loss or old decrepit or worn out certificates or receipts or advices, as applicable within a period of thirty days from the date of such lodgement.
30 Days
39 Issuance of Certificates or Receipts/Letters/Advices for securities and dealing with unclaimed securities
39(3)
The listed entity shall submit information regarding loss of share certificates and issue of the duplicate certificates, to the stock exchange within two days of its getting information.
2 days of its getting information.
40 Transfer or transmission or transposition of securities.
40 (3)
On receipt of proper documentation, the listed entity shall register transfers of its securities in the name of the transferee(s) and issue certificates or receipts or advices, as applicable, of transfers; or issue any valid objection or intimation to the transferee or transferor, as the case may be, within a period of fifteen days from the date of such receipt of request for transfer
15 days
40 Transfer or transmission or transposition of securities.
40 (3)
the listed entity shall ensure that transmission requests are processed for securities held in dematerialized mode within seven days after receipt of the specified documents:
7 Days
40 Transfer or transmission or transposition of securities.
40 (3)
the listed entity shall ensure that transmission requests are processed for securities held in physical mode within twenty one days after receipt of the specified documents:
21 Days
–
SCHEDULE VII: TRANSFER OF SECURITIES (PART B (1))
In case of minor differences in the signature of the transferor(s), the listed entity shall follow the following procedure for registering transfer of securities: (a) the listed entity shall promptly send to the first transferor(s), via speed post an intimation of the aforesaid defect in the documents and inform the transferor(s) that objection, supported by valid proof, is not lodged by the transferor(s) with the listed entity within fifteen days of receipt of the listed entity’s letter, then the securities shall be transferred
15 Days
42 Record Date or Date of closure of transfer books.
42(2)
The listed entity shall give notice in advance of atleast seven working days (excluding the date of intimation and the record date) to stock exchange(s) of record date specifying the purpose of the record date:
7 working days advance intimation excluding the date of the intimation and date of the meeting
42 Record Date or Date of closure of transfer books.
42(2)
in the case of rights issues, the listed entity shall give notice in advance of atleast three working days (excluding the date of intimation and the record date).]
3 working days advance intimation excluding the date of the intimation and date of the meeting
42 Record Date or Date of closure of transfer books.
42(3)
The listed entity shall recommend or declare all dividend and/or cash bonuses at least five working days (excluding the date of intimation and the record date) before the record date fixed for the purpose.
5 working days advance intimation excluding the date of the intimation and date of the meeting
46 Website
46 (3)(b)
The listed entity shall update any change in the content of its website within two working days from the date of such change in content.
2 working days
50 Intimation to stock exchange(s).
50(1)
The listed entity shall give prior intimation to the stock exchange(s) at least eleven working days before the date on and from which the interest on debentures and bonds, and redemption amount of redeemable shares or of debentures and bonds shall be payable.
11 working days
50 Intimation to stock exchange(s).
50(3)
The listed entity shall intimate to the stock exchange(s), at least two working days in advance, excluding the date of the intimation and date of the meeting, regarding the meeting of its board of directors, at which the recommendation or declaration of issue of non convertible debt securities or any other matter affecting the rights or interests of holders of non convertible debt securities or non convertible redeemable preference shares is proposed to be considered.
2 working days advance intimation excluding the date of the intimation and date of the meeting
52 Financial Results.
52 (4) & (5)
The listed entity shall, within seven working days from the date of submission of the information required under sub- regulation (4), submit to stock exchange(s), a certificate signed by debenture trustee that it has taken note of the contents
7 working days
52 Financial Results.
52 (4) & (8)
The listed entity shall, within two calendar days of the conclusion of the meeting of the board of directors, publish the financial results and statement referred to in reg 52 (4), in at least one English national daily newspaper circulating in the whole or substantially the whole of India.
two calendar days of the conclusion of the meeting
57 Other submissions to stock exchange(s).
57(1)
The listed entity shall submit a certificate to the stock exchange within two days of the interest or principal or both becoming due that it has made timely payment of interests or principal obligations or both in respect of the non convertible debt securities
within 2 days
60 Record Date
60(2)
The listed entity shall give notice in advance of at least seven working days (excluding the date of intimation and the record date) to the recognised stock exchange(s) of the record date or of as many days as the stock exchange(s) may agree to or require specifying the purpose of the record date.
7 working days advance intimation excluding the date of the intimation and date of the meeting
78 Record Date.
78(2)
The listed entity shall give notice in advance of at least four working days to the recognised stock exchange(s) of record date specifying the purpose of the record date
notice in advance of at least 4 working days
82 Intimation and filings with stock exchange(s).
82(2)
The listed entity shall intimate to the stock exchange(s), at least two working days in advance, excluding the date of the intimation and date of the meeting, regarding the meeting of its board of trustees, at which the recommendation or declaration of issue of securitized debt instruments or any other matter affecting the rights or interests of holders of securitized debt instruments is proposed to be considered.
2 working days in advance, excluding the date of the intimation and date of the meeting,
82 Intimation and filings with stock exchange(s).
82(3)
The listed entity shall submit such statements, reports or information including financial information pertaining to Schemes to stock exchange within seven days from the end of the month/ actual payment date, either by itself or through the servicer, on a monthly basis in the format as specified by the Board from time to time: Provided that where periodicity of the receivables is not monthly, reporting shall be made for the relevant periods.
within 7 days
87 Record Date.
87(2)
The listed entity shall give notice in advance of atleast seven working days (excluding the date of intimation and the record date) to the recognised stock exchange(s) of the record date or of as many days as the Stock Exchange may agree to or require specifying the purpose of the record date
7 working days advance intimation excluding the date of the intimation and date of the meeting
87E Record Date.
87E(2)
The listed entity shall give notice in advance of at least seven working days (excluding the date of intimation and the record date) to the stock exchange(s) of the record date or of as many days as the stock exchange may agree to or require specifying the purpose of the record date.
7 working days advance intimation excluding the date of the intimation and date of the meeting
7. SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
Securities and Exchange Board of India (SEBI) vide notification / Circular No. SEBI/HO/CFD/DCR1/CIR/P/2020/49 issued and publish dated 27th March 2020, has published Relaxation from compliance with certain provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 due to the COVID-19 pandemic.”.
Sl. No.
Regulation No.
Compliance Particular
Compliance Period(Due Date)
1
Regulation 30(1)
Every person, who together with persons acting in concert with him, holds shares or voting rights entitling him to exercise 25% or more of the voting rights in a target company, shall disclose their aggregate shareholding and voting rights as of the 31st day of March, in such target company in such form as may be specified.
The disclosures required under sub-regulation (1) and sub-regulation (2) shall be made within seven working days from the end of each financial year to; every stock exchange where the shares of the target company are listed; and the target company at its registered office
2
Regulation 30(2)
The promoter of every target company shall together with persons acting in concert with him, disclose their aggregate shareholding and voting rights as of the thirty-first day of March, in such target company in such form as may
The promoter of every listed company shall specifically disclose detailed reasons for encumbrance if the combined encumbrance by the promoter along with PACs with him equals or exceeds: a) 50% of their shareholding in the company; or b) 20% of the total share capital of the company,
within 2 (two) working days
4.
Regulation 31(4)
Disclosure of encumbered shares
Promoter of every target company shall together with persons acting in concert with him, disclose their aggregate shareholding and voting rights as of the 31st March, in such target company in such form as may be specified
8. SEBI (Prohibition of Insider Trading) Regulations, 2015
Sl. No.
Regulation No.
Compliance Particular
Compliance Period(Due Date)
1
Regulation 7(2)“Continual Disclosures”
Every promoter, employee and director of every company shall disclose to the company the number of such securities acquired or disposed of within two trading days of such transaction if the value of the securities traded, whether in one transaction or a series of transactions over any calendar quarter, aggregates to a traded value in excess of ten lakh rupees (10,00,000/-) or such other value as may be specified;
Every company shall notify; within two trading days of receipt of the disclosure or from becoming aware of such information
9. SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018
Sl. No.
Regulation No.
Compliance Particular
Compliance Period(Due Date)
1
Schedule XIX – Para (2) of ICDR Read with Reg 108 of SEBI LODR
“The issuer shall make an application for listing from the date of allotment, within such period as may be specified by the Board from time to time, to one or more recognized stock exchange(s)”. In regard to above, it is specified that Issuer shall make an application to the exchange/s for listing in case of further issue of equity shares from thedate of allotment within 20 days (unless otherwise specified).
Within 20 days from the date of allotment
2
Regulation 162
The tenure of the convertible securities of the issuer shall not exceed eighteen months from the date of their allotment.
Application for trading approval to the stock exchange Listed entities shall make an application for trading approval to the stock exchange/s within 7 working days from the date of grant of listing approval by the stock exchange/s.
Within 7 working days from grant of date of listing approval
4
Regulation 76 Application for rights issue
The issuer along with lead managers and other parties related to the issue shall constitute an optional mechanism (non-cash mode only) to accept the applications of the shareholders to apply to rights issue subject to ensuring that no third-party payments shall be allowed in respect of any application.
5.
Regulation 77 Service of Documents
In case if the company fails to adhere to modes of dispatch through registered post or speed post or courier services due to Covid-19 conditions it will not be treated as non-compliance during the said period. The issuers shall publish required & necessary documents on the websites of the company, registrar, stock exchanges and the lead managers to the rights issue.
6
Regulation 84 Advertisement
Issuer has the flexibility to publish the advertisement in additional newspapers above those required in Regulation 84. The advertisement should also be made available on: A. Website of the Issuer, Registrar, Lead Managers, and Stock Exchanges. B. Television channels, radio, the internet, etc. to spread information related to the process.
10. SEBI (Buyback of Securities) Regulations, 2018 (Buyback Regulations)
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Regulation No.
Compliance Particular
Compliance Period(Due Date)
1
Regulation 11 and 24(iv)
Extinguishment of equity shares in connection with Buyback The particulars of the security certificates extinguished and destroyed shall be furnished by the company to the stock exchanges where the shares or other specified securities of the company are listed within seven days of extinguishment and destruction of the certificates
7 days of extinguishment and destruction of the certificates
2
Regulation 24(i) (f)
Minimum time between buy back and raising of funds
Temporary relaxation in the period of restriction provided in Regulation 24(i)(f) from “one year” to “six months” Applicable up to December 31, 2020 only
11. SEBI (Depositories and Participants) Regulations 2018)
Sl. No.
Compliance Particulars
Due Date
1.
Regulation 76 (Quarter, January – March 2021) Reconciliation of Shares and Capital Audit
Within 30 days from end of quarter. i.e. 30.01.2022
2.
Regulation 74 (5): Processing of demat requests form by Issuer/RTAs – Certificate Received from Registrar
Within 15 days from the end of each quarteri.e. 15.01.2022
SEBI Circulars Tracker: 01.12.2021 to 31.12.2021
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Particulars
Link
1.
Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 [Last amended on December 06, 2021]]
Clarifications with respect to Circular dated November 03, 2021, on ‘Common and simplified norms for processing investor’s service request by RTAs and norms for furnishing PAN, KYC details and Nomination’
Publishing Investor Charter and Disclosure of Investor Complaints by Merchant Bankers on their Websites for private placement of units by InvITs proposed to be listed
Cut-off Time for generation of last Risk Parameter File (RPF) for client’s margin collection purpose and modification in framework to enable verification of upfront collection of margins from clients in commodity derivatives segment
Revision to Operational Circular for issue and listing of Non-convertible Securities, Securitised Debt Instruments, Security Receipts, Municipal Debt Securities and Commercial Paper
Revised Operational Circular for issue and listing of Non-convertible Securities, Securitised Debt Instruments, Security Receipts, Municipal Debt Securities and Commercial Paper
Extension of facility for conducting annual meeting and other meetings of unitholders of REITs and InvITs through Video Conferencing (VC) or through Other Audio-Visual means (OAVM)
12. IBBI Updates {Insolvency and Bankruptcy Board of India}
MCA proposes changes to bankruptcy code for quicker corporate rescue
The ministry has given time till 13 January for receiving suggestions on the proposals.
The ministry suggested ways for faster admission of cases in tribunals for initiation of bankruptcy process and for faster adoption of the revival plans stitched together by the stakeholders. The ministry of corporate affairs on Thursday proposed amendments to the Insolvency and Bankruptcy Code (IBC) to expedite the rescue of distressed companies ending up in bankruptcy tribunals.
One of the suggestions made by the government on Thursday is to amend IBC to provide a “a fixed time period for approval or rejection of” a corporate turnaround plan by the tribunal. The idea is to give tribunals 30 days for approving or rejecting a resolution plan that is submitted. If the revival plan is not approved or rejected within this time period, the tribunal has to record reasons in writing for the same. This timeline will be subject to the overall time period of 330 days specified in the Code for bankruptcy resolution.
Accordingly, the ministry suggested that lenders submit to tribunals only those records authenticated by certain official information utilities for initiating bankruptcy process. Authenticated financial information will speed up admission of cases. Where such authenticated information is not available to lenders, other documents can be used for establishing debtor’s payment default. “This will make the admission process significantly quicker and less cumbersome,” the ministry said.(To read more Click Here)
On the last lap: MCA to soon finalise comprehensive cross-border insolvency framework
Bankruptcy Code (IBC) particularly on corporate insolvency issues is expected to see some changes as the government is likely to come up with a comprehensive framework for cross-border insolvency and make several changes to the corporate insolvency resolution process (CIRP) to avoid delays in resolution process.
The Corporate Affairs Ministry (MCA) will soon finalise the proposals for a comprehensive framework on cross-border insolvency, which when enacted as part of IBC could aid in further easing up of doing business in India.
After MCA firms up the framework, it will have to go to the legislative department for the vetting of the Bill and then to the Union Cabinet for the approval. Although no timeline can be predicted for enactment of the cross-border insolvency framework, indications are that the government may push for enactment of the IBC amendment Bill in upcoming Budget session.
The new comprehensive framework is likely to be largely patterned on the UNCITRAL model law on cross-border insolvency, which has been the widely-accepted UN model legal framework adopted by the US, UK, Japan and Singapore. This UN Model law is now proposed to be tweaked to suit the Indian context and requirements.
Currently, there are only two provisions of IBC (section 234 and 235) that deal with bilateral agreements and issuance of letters of request to foreign courts by adjudicating authorities for enforcing the provisions of IBC as regards assets of a corporate located abroad.The ILC had noted that these two provisions are not comprehensive and were susceptible to delay and uncertainty. Hence the need for a comprehensive legal framework on cross border insolvency, sources explained. (To read more Click Here)
Bad loan recovery through IBC remains a drag on banks
Bad loan recovery from the revamped insolvency-resolution mechanism has been on a steady decline, with the rate dropping to 24.7% at the end of September, data from the Reserve Bank of India showed.Loan recovery rates halved to 20% in 2020-21 as the impact of the pandemic – and the moratorium to take cases to courts – played out during the year. The recovery rate through the Insolvency and Bankruptcy Code (IBC) mechanism was 46.3% at the end of 2020.
While banks had recovered more than ₹1 lakh crore at the end of 2019 through the IBC route, the figure dropped to a little over ₹27,000 crore by March 2020. At the end of 2021, while banks had referred 537 corporates with loans worth ₹1.35 lakh crore to the bankruptcy courts, this number was significantly higher in 2020 at 1,986 cases with total loans involved at ₹2.25 lakh crore. RBI’s analysis of 60 corporate debtors resolved under IBC between September 2019 and September 2021 shows that the median recovery rate was 24.7%.
“The longer a bad loan remains on bank balance sheets, the lower is the amount banks succeed in recovering,” RBI said as part of its Financial Stability Report. Last year in June, the Indian government had suspended fresh insolvency proceedings with respect to Covid-19- related defaults. This ban was lifted in March this year.(To read more Click Here)
Important Notifications and Circulars Tracker (December, 2021)
Sl.
Notification(s)
Link(s)
1.
Limited Insolvency Examination – Syllabus w.e.f 1st March 2022
Amendment to the IBBI (Online Delivery of Educational Course and Continuing Professional Education by Insolvency Professional Agencies and Registered Valuers Organisations) Guidelines, 2020
Invitation of comments from public on proposed changes to the Corporate Insolvency Resolution and Liquidation Framework under Insolvency and Bankruptcy Code, 2016
Non-Banking Financial Companies (NBFCs) is a Company registered under the Companies Act 2013 engaged in the businesses of providing financial services including loans & advances, leasing, hire purchase etc. They provide loans and advances and other credit facilities to business people or budding entrepreneur where Bank/Financial Institution are not comfortable, or say it is an alternative source of finance to businessman.
NBFCs are regulated by the Reserve Bank of India (RBI) within the framework of the Chapter IIIB of the Reserve Bank of India Act, 1934 and any rules made thereunder or any directions issued by it under the Act.
A. NBFC MONTHLY COMPLIANCES SUBMITTED BY ALL NON-DEPOSIT TAKING NBFCS
NAME
PURPOSE OF THE FORM
DEPARTMENT
Monthly Return
Monthly Return on NBFC-NDSI with asset size of Rs.100 CR. & above
RBI
NBS_ALM1
Statement of Short term dynamic liquidity to be filed within 10 days of the closer month
RBI
To be submitted by all deposit-taking NBFC’s having asset size above Rs. 100 crores or public deposits of Rs. 20 crores and above
NBS6
Monthly Return stating Exposure to Capital Market
RBI
B. NBFC COMPLIANCE UNDER COMPANIES ACT, 2013
FORM NAME
PURPOSE OF THE FORM
DEPARTMENT
E-Form MGT-7
Annual Return (Within 60 days of conclusion AGM)
ROC
E-Form AOC-4
Filing of annual financials i.e. Balance Sheet & Profit & Loss statement (Within 30 days of conclusion of AGM)
ROC
E-Form DIR-12
If there is any change in Directors (Within 30 days of the date of that change)
ROC
And any other Event based Compliance like DIR 3 KYC, ADT-1 etc.
C. NBFC Compliance Checklist for Non-Deposit & Deposit-taking Company
S. No
Particulars
Time Limit
Annual Compliances
1.
Audited March Monthly return/NBS-7
Upon completion
2.
File audited annual balance sheet and P&L Account
One month from the date of signoff
3.
Resolution of Non-Acceptance of Public Deposit
Before the commencement of the new Financial year
4.
Declaration of Auditors to Act as Auditors of the Company
Annual basis
Monthly Compliance
1.
Monthly Return
By 7th of every month
2.
Upload Monthly Return
By 7th of every month
Periodical Compliances
1.
Appointment of Director (Annexure III)
Within 30 days of appointment
2.
Resignation of Director (DIR-12 + Challan report)
Within 30 days of appointment
3.
Adoption of any notification in the ensuing Board Meeting and filing the certified copy with RBI
NBFC Updates – December, 2021
1. RBI issues prompt corrective action framework for NBFCs
The PCA framework for NBFCs will come into force on October 1, 2022, based on the financial position of NBFCs on or after March 31, 2022.
The Reserve Bank of India (RBI) on December 14 issued prompt corrective action (PCA) framework for non-banking finance companies (NBFCs) by introducing three risk threshold categories.PCA refers to restrictions imposed by the banking regulator on a lender’s operations if the key financial parameters of these entities fall below a certain limit. Till now, the RBI used to impose PCA only on banks. The central bank had issued the revised Prompt Corrective Action (PCA) Framework for Scheduled Commercial Banks (SCBs) on November 2, 2021.
But, with the NBFCs too growing in size and complexity, the banking regulator felt it is necessary to introduce similar framework for NBFCs as well.The framework will apply to all deposit-taking NBFCs, excluding government companies, all non-deposit taking NBFCs in middle, upper and top layers, the RBI said.(To read more Click Here)
2. Explainer | New PCA rules for NBFCs suggest RBI has learned its lessons from IL&FS, DHFL episodes
The RBI’s PCA Framework was introduced in December 2002 as a structured early intervention mechanism along the lines of the US Federal Deposit Insurance Corporation’s PCA framework.
In simple words, PCA is the regulator’s action on weaker entities if the financial performance falls below certain thresholds. The regulator then imposes certain restrictions on the business operations till the entities get back to satisfactory performance levels. The PCA system was already in place for banks.
The RBI’s PCA Framework was introduced in December 2002 as a structured early intervention mechanism along the lines of the US Federal Deposit Insurance Corporation’s PCA framework. Subsequently, the RBI reviewed the framework, keeping in view international best practices and recommendations of the Working Group of the Financial Stability and Development Council on Resolution Regimes for Financial Institutions in India (January 2014) and the Financial Sector Legislative Reforms Commission (March 2013). The revised PCA Framework was issued by the RBI on April 13, 2017, and implemented with respect to banks’ financials as of March 31, 2017.
When does PCA trigger for banks?The RBI has specified certain regulatory trigger points with respect to three parameters of banks, i.e., capital-to-risk weighted assets ratio (CRAR), net non-performing assets (NPAs) and return on assets for the initiation of the process. There are various stages. If CRAR falls to less than 9 percent, the RBI asks banks to submit a capital restoration plan, and restricts new businesses and dividend payments.
According to the framework, the apex bank will impose PCA on NBFCs if there is any breach of risk threshold. For instance, if the CRAR falls up to 300 basis points (bps) below the regulatory minimum CRAR, tier-1 capital ratio falls up to 200 bps below the regulatory minimum and net NPA ratio goes beyond 6 percent, the NBFC will fall under risk threshold-1.Once an NBFC is placed under PCA, taking it out of the framework or withdrawal of restrictions imposed under the it will be considered if no breaches in risk thresholds in any of the parameters are observed according to four continuous quarterly financial statements, one of which should be the annual audited financial statement, the RBI said.
3. Need to harmonise rules on taxation and recovery for NBFC too: FIDC
Urges govt to exempt TDS on interest payment made to NBFCs, as in the case of banks and life insurers.
The Finance Industry Development Council (FIDC), an industry body for non-banking finance companies (NBFCs), has impressed upon the government on the need to harmonise provisions on taxation and recovery as well, even as the Reserve Bank of India (RBI) is harmonising regulations governing finance companies with that of banks
The Council has asked the government to exempt tax deduction at source (TDS) on interest payment made to NBFCs. Under Section 194A of Income Tax Act, tax is required to be deducted at the rate of 10 per cent from interest paid to NBFCs, FIDC said. But the section allows exemptions to persons making interest payment to institutions such as banks, life insurance companies and UTI.They have asked the finance minister to exempt all deposit taking NBFCs (NBFC – D), 52 of them, under Section 194A. Also, non-deposit taking systemically important NBFCs, with an asset size of above Rs 500 crore (319 in total) should also be granted exemption.
Recently, the RBI provided clarification on income recognition, asset classification and provisioning (IRAC) norms for banks, NBFCs and all-India financial institutions, which says classification of special mention account (SMA) and non-performing account (NPA) should happen on a day-end position basis and upgradation from an NPA to standard category should happen only after clearance of all outstanding overdues.
Hence, they have suggested Small Industries Development Bank of India (SIDBI) to provide a refinance facility to NBFCs for onward lending to MSMEs and other appropriate sectors.
Office Order regarding Internal Complaint Committee in terms of Section 4 of The Sexual Harassments of women at work place (Prevention, Prohibition and Redressal) Act, 2013 for all NCLT Benches.
1. NCLAT sets aside Videocon’s sale to Vedanta co Twinstar
The National Company Law Appellate Tribunal (NCLAT) has set aside an order by the Mumbai bench of the National Company Law Tribunal (NCLT) approving the resolution plan for Videocon by Vedanta’s Twin Star Technologies. The tribunal has asked the committee of creditors for fresh bids.
The appellate tribunal issued the order noting that the transaction was not in compliance with the Insolvency and Bankruptcy Code (IBC). The order was in an appeal last year filed by the Bank of Maharashtra, Sidbi and IFCI that were dissenting creditors. The resolution plan had turned controversial and drew sharp comments from the NCLT as the bid was close to the liquidation value and involved a 95% write-off. The NCLT had approved the order in June 2021 noted that the successful bidder was “paying almost nothing” and hinted that there appeared to be a breach of the confidentiality clause.
Even as the Twinstar bid was stayed by the NCLAT, the corporate affairs ministry had moved in and filed a petition in NCLT to attach the assets of Videocon promoters to increase recovery in the case. In August 2021, the NCLT issued an order to freeze and attach assets and properties of Videocon promoters. The tribunal also directed the Central Board of Direct Taxes (CBDT) to disclose information about all assets of the Videocon promoters to freeze and restrain such assets. It also asked banks to provide details of their bank and depository accounts and lockers.
The National Company Law Tribunal (NCLT) referred the 13-year-old dispute between the Sanghi brothers over their enterprises to the IAMC.
The Hyderabad bench comprising NCLT president Justice RamalingamSudhakar and technical member ArekapudiVeera Brahma Rao referred six cases relating to the Sanghi group of industries that are pending before the courts from 2008 onwards. According to NCLT deputy registrar K Hanumantha Rao, the decision was taken after duly obtaining the consent of the parties. The Sanghi brothers, Ravi Sanghi, SudhirSanghi, GirishSanghi, were at loggerheads. Though two of the brothers could reach a settlement with Ravi Sanghi, issues between GirishSanghi and other brothers remained unresolved till date, the NCLT which referred the matter to IAMC said in its order. The prolonged battle would affect the industry adversely in the long-run, the tribunal said.
It can be recalled, the property dispute between former IPL chairman Lalit Modi and his mother BinaModi was earlier referred to the Hyderabad IAMC by Supreme Court. The state government has come forward to make Hyderabad IAMC its adjudication center for any possible disputes that may arise during the implementation of its contracts, tenders, pertaining to state government’s works. We will issue an ordinance after making the required amendments to the rules”, CM K Chandrasekhar Rao assured in the inaugural meet of the IAMC.(To read more Click Here)
15. Competition Commission of India
Competition Commission of India is a statutory body of the Government of India, established on 14 October 2003, responsible for enforcing The Competition Act, 2002 and promoting competition throughout India and to prevent activities that have an appreciable adverse effect on competition in India.
Key Updates – for the month of December – 2021.
Sl.
Particulars
Link
1
United Breweries challenges Rs 752 crore CCI penalty before NCLAT
CCI approves acquisition of shareholding in Air India Limited, Air India Express Limited and Air India SATS Airport Services Private Limited by Talace Private Limited
At a time when Omicron cases are rising rapidly across the country, insurance regulator, Insurance Regulatory and Development Authority of India (IRDAI), has clarified that all health insurance policies that cover Covid-19 will also cover cases pertaining to Omicron.
“…it is clarified that all health insurance policies issued by all general and health insurance companies that cover treatment costs of Covid-19 also cover the costs of treatment towards Omicron variant of Covid-19 as per terms and conditions of policy contract,” IRDAI informed in a statement on Monday. The insurance regulator has directed all the insurance companies to put in place all effective coordination mechanisms with their network hospitals to ensure availability of seamless cashless facility to all policyholders in case of hospitalization.
“Hospitals are also requested to honour the service level agreements (SLA) that have been entered with insurance companies for the purpose of providing cashless treatment to health insurance policyholders,” IRDAI stated.
The regulator had also asked insurers to give approval for cashless in a stipulated period ensuring hassle-free process for hospitals as well as policyholders. (To read more Click Here)
18% GST on insurance premium is atrocious: Former IRDAI member Nilesh Sathe
Says insurance becomes a necessity in the absence of any social security for citizens, nowhere else in the world one has to pay such heavy tax on premium.
Insurance is a necessity in India in the absence of a social security net, but the government is taxing the sector heavily even as others in the financial sector are exempted, lamented former Insurance Regulatory and Development Authority (IRDAI) member Nilesh Sathe. Sathe was the keynote speaker at the insurance round of the Business Standard BFSI Insight Summit. “Charging 18 per cent GST (Goods and Services Tax) on insurance premium is atrocious,” the respected insurance veteran said in his customary frank manner.
Insurance companies also have other challenges. Given the high solvency ratio, promoters must always infuse capital before an insurance company wish to grow exponentially. They cannot invest the way they like. The stipulation by IRDA that the insurance firms must invest at least half of their investible fund in government securities and other approved securities bring down the yields or internal rate of return for investors. This is because the yields on govt securities have been steadily coming down.
Technology has been a gamechanger and there has been no security scare or database despite the work from home environment during the corona period. The insurance companies must share data between themselves, and must have a common database, particularly about cases of frauds, rejection and suspicious claims. (To read more click here)
Not satisfied with your insurance provider? Here’s how to file a complaint via IRDAI portal The complainant can make a fresh complaint or escalate it to the Integrated Grievance Management System (IGMS) by visiting the website- igms.irda.gov.in, using an online complaint redressal portal of IRDAI
Approvals accorded under PLI Scheme for Promotion of Domestic Manufacturing of critical Key Starting Materials (KSMs)/ Drug Intermediates and Active Pharmaceutical Ingredients (APIs) in the country
Centre monitors the wholesale and retail prices of 22 essential food commodities on daily basis from 179 price monitoring centres set up by the State Governments/UT Administrations
This article is updated till 31st December, 2021 with all Laws / Regulations and their respective amendments.
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Disclaimer:Every effort has been made to avoid errors or omissions in this material. In spite of this, errors may creep in. Any mistake, error or discrepancy noted may be brought to our notice which shall be taken care of in the next edition. In no event the author shall be liable for any direct, indirect, special or incidental damage resulting from or arising out of or in connection with the use of this information. Many sources have been considered including newspapers (ET, BS & HT etc.).
“Opportunities? They are all around us… There is power lying latent everywhere waiting for the observant eye to discover it.”―Orison SwettMarden
The basic question anyone can raise now is that “Can a Related party vote?”
If yes, in what circumstances?
Listed Companies –
RPs can’t vote (whether party to transaction or not)
All Material RPTs shall require approval of the shareholders through a resolution (Regulation 23)
Unlisted Public Companies –
If Promoters (incl. their relatives) holds >90%, then RPs can vote on the resolution
In other cases, RPs can only vote if they are not parties to the transaction proposed in the resolution
Private Companies –
Exempted i.e. any RP can vote on any Resolution (vide MCA notification dated 5th June,2015)
The above exemption is subject to compliance of Sec 137 (Filing of Financial Statements) and Sec 92 (Annual Return) with RoC.
Exceptions (Proviso) –
Transaction between Holding and its WOS
Placed before shareholders at the general meeting for approval (subject to consolidation of accounts)
Government Company
Exempted. Subject to compliance of Sec 137 (Filing of Financial Statements) and Sec 92 (Annual Return) with RoC.
Unlisted public company
Licensed by RBI or SEBI or IRDAI to operate from IFSC located in an approved multi-services SEZ
Note:
Interested Directors should not present in the meeting during the discussions
Corporate Governance Points –
As the RPTs between 2 Govt. companies will not be reaching to members for approval, it’s a good practice to place such items before the Audit Committee and the Board for Noting.
Directors should also make a disclosure regarding Interest (Section 184) in the respective transactions proposed in the resolution so that it would be easy to track.
Ratification –
As per LODR, ratification is not possible (no such option provided). So, a listed company should compulsorily obtain the approval.
But the Companies Act has provided the ratification option –
Upto 1 crore – Audit Committee (within 3 months)
Other cases – Board or Shareholders (as the case may be) (within 3 months)
Related Party Transaction in the context of companies means transaction between the company and its related parties.
Every transaction with related party is related party transaction, however, approval mechanism may be different and situational.
Transactions with related parties need not always be disadvantageous to the parties concerned. The concern arises only when there is abuse of a related stakeholders.
Specified RPTs under Companies Act
Sale/Purchase/Supply of any Goods/Materials
Sale/Purchase/Leasing of any Property
Availing/Rendering of services
Appointment of any agent for carrying out activities listed above [from points (i) to (iii)]
Appointment to any office or place of profit (Director, Manager etc.) [Company, Subsidiary & Associate] [Note: Holding Company is not included]
Remuneration for underwriting the subscription of any Securities/Derivatives
RPTs under SEBI (LODR)
Transfer of any:
Resources
Services
Obligations
Approval Mechanism
Listed Companies
Approval of Audit committee is mandatory for every RPT &
Approval of Shareholders (Ordinary Resolution) is to be taken for Material RPTs.
Material RPT= Transactions (either individually or taken as a whole) accounting for [5% in case of Brand/Royalty, 10% in case of other than Brand/Royalty] of the annual consolidated turnover of the listed entity.
Exception:
Transaction between 2 Govt. companies
Transaction with a wholly owned subsidiary
Unlisted Companies
If there is an Audit Committee, its approval should be taken (except Transaction with a wholly owned subsidiary)
If there is no Audit Committee and the transactions were entered on Arm’s Length Basis/Ordinary course of business, then no approval is required.
If there is no Audit Committee and the transactions were not entered on Arm’s Length Basis/Ordinary course of business, Shareholder’s approval is required if the transactions are Specified RPTs and the Specified threshold is crossed.
If the Specified threshold doesn’t cross, Board’s approval is enough.
Specified threshold
10% or more of the respective limits (individually/ taken as awhole during FY)
Sale, purchase or supply of any goods or materials – Turnover
Sale/Purchase of property – Networth
Leasing of property – Turnover
Availing/Rendering of services – Turnover
Remuneration for underwriting the subscription of any Securities/Derivatives exceeding 1% of Networth
Remuneration (other than Director’s remuneration) exceeding Rs. 2.50 lakhs per month (incl. company, subsidiary & associate)
Arm’s Length Price
The price if the transactions were between two unrelated parties with similarly placed terms & conditions
Ordinary Course of Business
MoA Objects clause
Activity is routine/normal/common in the particular industry
Activity is repetitive/frequent
Income earned from such activity is treated as Business Income in the company’s books
Framework Companies Act – Sections 177 & 188 SEBI (LODR) – Regulation 23 Accounting – AS 18, Ind AS 24 What is a Related Party? (Answered as per Companies Act)… Click Here to full read
What is a Related Party? (Answered as per Companies Act)
Individual Sense :-
Director, Relative of Director
KMP, Relative of KMP
Director (and his/her relative) of Holding Company (Except Independent Director)
KMP (and his/her relative) of Holding Company
Firm in which Director/Manager (incl. relatives) are partners
Pvt. Company in which Director/Manager (incl. relatives) are Directors/Members
Public company in which Director/Manager are Directors AND holds >2% of voting power (along with relatives)
Corporate Sense :-
Holding, Subsidiary & Associate
Fellow Subsidiary
Investor/ Venturer (Company)
Related party as per SEBI (LODR)
[Companies Act] + [AS/Ind AS] + [Any person/entity * belonging to the *promoter/promoter group of the listed entity and holding >20% of shareholding]
Related party as per AS 18
Holding companies, Subsidiaries and Fellow subsidiaries
Associate, JV, Investor & Venturer companies
Individuals having Control (holding >50%)/Significant influence (holding >20%) and their relatives
KMPs & their relatives
Enterprises over which KMPs/major shareholders exercise significant influence
Related party as per Ind AS 24
A person or a close family member having Control (holding >50%) / Significant influence (holding >20%) / KMP of (company or its holding) [Also includes an entity which is controlled/jointly controlled by the person]
Companies of same Group (Holding, Subsidiaries, Fellow subsidiaries)
Associate, JV, Investor & Venturer companies (any combination within the group except the Combination of “2 Associates”
Employee trusts (post-employment benefit plan)
An entity over which the Person [who is holding >50% of the Reporting entity) has Significant influence (holding >20%) / KMP of (company or its holding).
Company is an artificial person created by Law. Two human agencies, through which a company acts, are members of the company and Board of directors. The Board is a managerial body to whom is entrusted the whole management of the company. It is constituted by the members. Directors are accountable to the members as much as members are empowered to appoint and remove them.
Chapter XII of the Companies Act, 2013 – Meetings of Board and its Powers deals with the powers of the Board. This chapter of the Act contains provisions related to Powers of Board, Restriction /Prohibition wherever required so as to strike a balance between Members and Board. This article is restricted to provisions related to Loans (either receipt/payment).
We will discuss provisions under two parts –
Loans received by Company
Loans given by Company
Receipt of Loans –
The following are the common questions that arise –
What is the monetary limit for availing loans?
Can a Director avail loan on behalf of Company?
Whether approval of members is required for availing loan?
Is there any restriction on availing loan from director or related party?
What are the Secretarial Compliances required on availing loans?
Can loan be taken from members/directors/Companies with common director/members?
Can a company take loan from its employee?
Let us discuss the provisions in detail –
Following are the Sections covered: Sec 179, 180(1)( c) ,Sec 73-76, Sec 184
Sec 179(Powers of the Board):
Powers of the Board are contained in Sec 179 read with Rule 8 of the Companies (Meeting of Board and its Powers) Rules, 2014. Sec 179 has given wise powers to the board by allowing them to exercise all the powers of the company except those powers which are reserved for the shareholders to be exercised at the general meetings.
As per Second proviso to Section 179(1) – Regulations made in general meeting shall not invalidate any prior act of the Board, which was otherwise valid.
As per 179(3) – The following powers shall be exercised only by means of resolution passed at meeting of the Board. (No resolution by circulation/Assignment to director) –
d) Power to borrow money
e) Power to Invest money
f) Power to grant loans /give guarantee/ provide security in respect of loans
As per proviso to Sec 179(3) – the Board may delegate the powers referred in (d), (e), (f) above subject to following conditions –
The delegation shall be passed by resolution at the Board Meeting
Power may be delegated to –
Committee of directors
Managing Director
Manager
Principal Officer of the company
Principal Officer of the Board
Note : In respect of Overdraft – Borrowing money shall mean the arrangement made by the company with its bankers for the borrowing of money by way of Overdraft/Cash Credit or otherwise and not the actual day-to-day operation of the Overdraft/Cash credit or other accounts by means of which the arrangements so made is actually availed of.
So, it can be clearly said that Board has the power to borrow money on behalf of the Company. However, resolution has to be passed at Board meeting (either through Video Conference or else) for availing such loan or assigning to the specified person.
Filing of Board Resolution –
As per Section 117(3)(g) – Any resolution passed at a Board meeting by exercising any of the powers of the Board as enumerated under Section 179(3) read with Rule 8 shall be filed with the Registrar in Form MGT-14 within 30 days of passing of such Board Resolution.
Note : As per Notification dated 5th June 2015 In case of private company – clause (g) of Sub-section 3 of Section 117 shall not apply.
However, there is no monetary limit prescribed under Section 179. Limit was imposed through Section 180 – Restrictions on the powers of the Board.
Section 180 (Restrictions on the powers of the Board) –
Section 180 – Board of Directors of a company shall exercise the following powers only with the consent of the company by a special resolution –
(1) (c) Borrow money, if money already borrowed together with money to be borrowed will exceed the aggregate paid-up share capital, free reserves and securities premium account, apart from temporary loans obtained from the company’s bankers in the ordinary course of business.
For the purposes of this clause, the expression “temporary loans” means loans repayable on demand or within six months from the date of the loan such as short-term, cash credit arrangements, the discounting of bills and the issue of other short-term loans of a seasonal character, but does not include loans raised for the purpose of financial expenditure of a capital nature.
(5) No debt incurred by the company in excess of the limit imposed by clause (c) of sub-section (1) shall be valid or effectual, unless the lender proves that he advanced the loan in good faith and without knowledge that the limit imposed by that clause had been exceeded.
Special resolution passed by the members shall specify the total amountupto which the moneys may be borrowed by the Board; otherwise such special resolution shall be void. Therefore, it is evident that the members cannot give unlimited power of borrowing to the Board.
So, Power to the board as given under Section 179(3)(e) is restricted to 100% of PSC+FR+SP.
If loan availed is up-to limit specified – Board Resolution + MGT 14 (If applicable)
If loan availed is above limit specified – Board Resolution + MGT 14(If applicable) + Special Resolution (If applicable)
Note: As per notification dated 5thJune,2015 In case of private company – Section 180 shall not apply .
Section 184 (Disclosure of Interest by Director) –
Purpose of Section 184 is to ensure that the interest or concern of a director in other entities is brought to the notice of the other directors of the company.
As per Section 184(1) – Every director shall disclose his concern or interest in any company or companies or Body corporate, firms or other associates of individuals.
The disclosure shall be made at the first Board meeting – in which he participates as director , in every financial year and after any change takes place in the disclosures already made by the director.
Disclosure shall include shareholding, in such manner as may be prescribed.
As per Rule 9 of Companies (Meeting of Board and its Powers) Rules, 2014 –
(1) Every director shall disclose his concern or interest in any company or companies or bodies corporates (including shareholding interest), firms or other association of individuals, by giving a notice in writing in Form MBP 1.
(2) It shall be the duty of the director giving notice of interest to cause it to be disclosed at the meeting held immediately after the date of the notice.
(3) All notices shall be kept at the registered office and such notices shall be preserved for a period of eight years from the end of the financial year to which it relates and shall be kept in the custody of the company secretary of the company or any other person authorized by the Board for the purpose.
As per Section 184(2) – Every director of a company who is in any way, whether directly or indirectly, concerned or interested in a contract or arrangement or proposed contract or arrangement entered into or to be entered into— (a) with a body corporate in which such director or such director in association with any other director, holds more than two per cent (2%) shareholding of that body corporate, or is a promoter,manager, Chief Executive Officer of that body corporate; or
(b) with a firm or other entity in which, such director is a partner, owner or member, as the case may be, shall disclose the nature of his concern or interest at the meeting of the Board in which the contract or arrangement is discussed and shall not participate in such meeting
Note: As per Notification dated 5th June 2015 – In case of private company which has not committed any default in filing of its financial statements under Section 137 or annual return under Section 92 , interested director may participate in the board meeting after disclosure of his interest.
Proviso to Section 184(2) – Provided that where any director who is not so concerned or interested at the time of entering into such contract or arrangement, he shall, if he becomes concerned or interested after the contract or arrangement is entered into, disclose his concern or interest forthwith when he becomes concerned or interested or at the first meeting of the Board held after he becomes so concerned or interested.
As per Section 184(3) – A contract or arrangement entered into by the company without disclosure under sub-section (2) orwith participation by a director who is concerned or interested in any way, directly or indirectly, in the contract or arrangement, shall be voidable at the option of the company.
Note:
Disclosure under Section 184(1) is different from that in Sub-Section (2).
Disclosure under Section 184(1) is to be made irrespective of the percentage of the Holding in the company/Body Corporate.
So, it can be concluded that –
Interest rate at which loan can be taken is not provided under the Act.
Loans can be taken from Entity in which director is interested however disclosure / restriction on vote as prescribed under the act has to be followed.
Private Companies are not given blanket relief as provided under Section 180. Only relief provided is from restriction from vote subject to additional conditions of compliance with Sec 137 and Sec 92.
All the sections that directly affect receipt of loan by company are covered so far. However the provisions inserted vide Companies Act , 2013 to curb the practice by Companies are not discussed. Before discussing those provisions let us understand the practice followed before insertion of such provisions.
Let us take an example of Company X and Company Y. Company X needs Rs 1 Cr from Company Y for purpose of its business. What are the ways possible?
Obviously, this should be shown as loan and interest as applicable has to be charged subject to exemption as provided under Section 186(Discussed later on). There are other issues involved such as consideration of interest as deemed income under Income Tax Act,1961 and payment of tax on such interest. Deemed dividend concept under Section 2(22)(e) of Income tax Act,1961. There are also cases where Section 40A(2), Section 69 to Section 69C of Income Tax Act, 1961 are invoked. So in order to avoid the above complexity, the transaction is shown as –
Share Application money
Advance for purchase of goods/services
Advance for purchase of land
Security Deposit
One or more transactions of the above by involving group of companies
In order to restrict above practices all the above transactions are termed as DEPOSITS vide Companies Act, 2013.
What happens if a transaction is considered as Deposit? Is it just showing it as deposit in DPT-3 or disclosing it in the Financial Statements?
Implication of above classification is detailed hereunder –
Deposits (Section 73 to 76) –
Section 73 to 76 of the Companies Act, 2013 (herein after called the Act) read with Companies (Acceptance of Deposits)Rules, 2014 made under Chapter V of the Act (herein after called‘ the Rules’) regulate the invitation and acceptance of deposits. It prohibits acceptance of deposits except from the members through ordinary resolution or acceptance deposits by ‘’eligible company’’ being a public company, subject to conditions specified in the rules. (Eligible company is defined under the rules based on net worth and turnover).
The Act read with the Rules also deals with various aspects including prohibition of acceptance of deposits except from themembers, subject to conditions, inclusive definition of deposit,
eligible company, depositor etc., conditions for acceptance of deposits such as approval of shareholders in a general meeting, credit rating, provision of deposit insurance, trustees of deposit
holders etc., In addition, the act protect the interest of depositor through Section 37 and 245(class action suit by requisite number of depositors)of the Act. In addition, the Act provides for stringent penalty for any violations in complying with the provisions of this Act, in this regard.
What is a deposit?
Section 2(31) of the Companies Act (herein after called the act) defines deposit as under- “deposit” includes any receipt of money by way of depositor as loan or in any other form by a company, but does not include such categories of amount as may be prescribed in consultation with the Reserve Bank of India;
What is not a deposit ?
Inclusive Definition of the word “Deposit” under Rule 2(c) of Rulesmade under Chapter V is as under“Deposit” includes any receipt of money by way of depositor loan or in any other form, by a company, but does not include (Extract)–
(iii) any amount received as a loan or facility from anybanking company or from the State Bank of India orany of its subsidiary banks or from a banking institution.
(iv) any amount received as a loan or financial assistancefrom Public Financial Institutions
(vi) any amount received by a company from any other company
(vii) any amount received and held pursuant to an offer made in accordance with the provisions of the Act towards subscription to any securities, including share application money or advance towards allotment of securities pending allotment, so long as such amount is appropriated only against the amount due on allotment of the securities applied for. If the securities for which application money or advance for such securities was received cannot be allotted within 60 days from the date of receipt of the application money or advance for such securities and such application money or advance is not refunded to the subscribers within 15 days from the date of completion of sixty days, such amount shall be treated as a deposit under these rules. For the purpose of this rule any adjustment of the amount for any other purpose will not be treated as refund;
(viii) any amount received from a person who, at the time of the receipt of the amount, was a director of the company.
The director from whom money is received, furnishes to the company at the time of giving the money, a declaration in writing to the effect that the amount is not being given out of funds acquired by him by borrowing or accepting loans or deposits from others;
Note: If no declaration is obtained, the same is considered as deposit.
(x) any amount received from an employee not exceeding his annual salary, under a contract of employment with the company in the nature of non-interest bearing security deposit.
Note: If such deposit exceeds employee’s salary, it is considered as deposit.
(xii) any amount received in the course of or for the purposes of the business of the company:
(a) as an advance for the supply of goods or provision of services provided that such advance is appropriated against supply of goods or provision of services with in a period of three hundred and sixty-five days from acceptance of such advance. In case of any advance which is subject matter of any legal proceedings before any court of law, the said time limit of three hundred and sixty five days shall not apply.
(b) as advance, accounted for in any manner whatso ever, received in connection with consideration for property under an agreement or arrangement, provided that such advance is adjusted against the property in accordance with the terms of agreement or arrangement.
(c) as security deposit for the performance of the contract for supply of goods or provision of services.
(d) as advance received under long term projects or for supply of capital goods except those covered under item (b) above.
If the amount received under (a) (b) and (d) above becomes refundable (with or without interest) because the company accepting the money does not have necessary permission or approval to deal in the goods or properties or services for which the money is taken, the amount received shall be deemed to be a Deposit under these rules.
Note – Deemed Deposits under this clause are –
Advance for supply of goods or provision of services and such advance is NOT appropriated against supply of goods or provisions within 365 days
Advance for property and such advance is not adjusted (NO TIME LIMIT SPECIFIED)
Advance for capital goods, other goods / services, land is refundable AND the reason for refund is the receiving entity has no permission/approval to conduct the proposed transaction.
(xiii) any amount brought in by the promoters of the company by way of unsecured loan in pursuance of the stipulation of any lending financial institution or a bank subject to fulfillment of the following conditions:-
(a) the loan is brought in pursuance of the stipulation imposed by the lending institutions on the promoters to contribute such finance; and
(b) the loan is provided by the promoters themselves or by their relatives or by both; and
(c) the exemption under this sub-clause shall be available only till the loans of financial institution or bank are repaid and not thereafter.
Note – Any loan by promoter without any instruction from Financial Institution/amount outstanding after repayment of loans to financial institutions is considered as DEPOSIT
So, whether loan from member is considered as deposits?
Any loan from members of the company is to be considered as deposit as it is not specifically excluded by Rule 2(c) and all the compliances as required by the act are discussed later on.
Who is depositor?
Rule 2(1)(d) under Chapter XV defines depositor as under
‘Depositor’ means-
(i) any member of the company who has made a deposit with the company in accordance with sub-section (2) of section 73 of the Act, or
(ii) any person who has made a deposit with a public company in accordance with section 76 of the Act.
What is an Eligible Company (Relevant for Deposits from Public under Section 76)?
Rule 2(1)(e) of Rules made under Chapter V defines eligible company as under:
“Eligible company” means a public company as referred to in sub- section (1) of section 76, having a net worth of not less than one hundred crore rupees or a turnover of not less than five hundred crore rupees and which has obtained the prior consent of the company in general meeting by means of a special resolution and also filed the said resolution with the Registrar of Companies and where applicable, with the Reserve Bank of India before making any invitation to the Public for acceptance of Deposits;
Provided that an eligible company, which is accepting deposits with in the limits specified under clause (c) of sub-section (1) of section 180, may accept deposits by means of an ordinary resolution (100% of PSC+FR+SP).
“Trustee” means the Trustee as defined in section 3 of the Indian Trusts Act, 1882.
Prohibition on acceptance of deposits from public –
Section 73(1) states that, no company (either public or private) shall invite, accept or renew deposits under this Act from the public except in a manner provided under Chapter V(discussed below).
Exceptions –
Section 73(1) prohibition, does not apply to
— a banking company; and
— non- banking financial company as defined in the Reserve Bank of India Act, 1934; and
— to such other company as the Central Government may, after consultation with the Reserve Bank of India, specify in this behalf.
Note: It can be concluded that Acceptance of deposits from Public is restricted as per 73(1). As per Section 76 certain Eligible companies can accept deposit from public. Public companies satisfying certain criteria are covered under the definition of Eligible companies.
Hence the following points merit consideration in related to a Private company –
Private company cannot accept deposit from Public
Private Company cannot accept loan from an individual (other than member & director) as the same is considered as deemed deposit and deposit from public is prohibited
Loan from members of the private company is considered as deposit and compliance with 73(2) is required
There is no difference between loan and deposit (in case of members)
Certain category of private companies are excluded from compliance with Sec 73(2)
Deemed deposit as discussed above ( for example : Advance for more than 365 days) are not allowed as they are covered as deposits from public and hence such company is liable to penal provisions
Conditions for acceptance of deposits from Members –
Section 73(2) states that a company may, subject to
(i) the passing of a resolution in general meeting; and (ii) subject to such rules as may be prescribed in consultation with the Reserve Bank of India, accept deposits from its members on such terms and conditions,
including the provision of security, if any, or for the repayment of such deposits with interest, as may be agreed upon between the company and its members, subject to the fulfilment of the following conditions, namely:—
(a) issuance of a circular to its members including therein a statement showing the financial position of the company, the credit rating obtained, the total number of deposit or sand the amount due towards deposits in respect of any previous deposits accepted by the company and such other particulars in such form and in such manner as may be prescribed;
(b) filing a copy of the circular along with such statement with the Registrar within thirty days before the date of issue of the circular;
(c) depositing such sum which shall not be less than fifteen per cent. of the amount of its deposits maturing during a financial year and the financial year next following, and kept in a scheduled bank in a separate bank account to be called as deposit repayment reserve account;
(d) providing such deposit insurance in such manner and to such extent as may be prescribed;
(e) certifying that the company has not committed any default in the repayment of deposits accepted either before or after the commencement of this Act or payment of interest on such deposits; and
(f) providing security, if any for the due repayment of the amount of deposit or the interest thereon including the creation of such charge on the property or assets of the company. In case when a company does not secure the deposits or secures such deposits partially, then, the deposits shall be termed as ‘‘unsecured deposits’’ and shall be so quoted in every circular, form, advertisement
or in any document related to invitation or acceptance of deposits.
Note : As per notification dated 13 June 2017, Private Company are exempted from the compliance with clause a to e of Section 73(2) if it is accepting deposits from members –
-Up to 100 percent of PSC + FR + SP
-It is not a subsidiary or associate of any company
-Borrowing of the company is less than twice of paid-up share capital or 50 crores, whichever is lower.
Section 73(3) – Every deposit accepted by a company under sub-section (2) shall be repaid with interest in accordance with the terms and conditions of the agreement referred to in that sub-section.
Section 73(4)- When a company fails to repay the deposit or part thereof or any interest thereon under sub-section(3), the depositor concerned may apply to the Tribunal for an order directing the company to pay the sum due or for any loss or damage incurred by him as a result of such non-payment and for such other orders as the Tribunal may deem fit.
Section 73(5) – Deposit repayment reserve account referred to in clause (c) of sub-section (2) shall not be used by the company for any purpose other than repayment of deposits.
Note :
Section 73(2),(3),(4) are applicable to Private Companies and no exemption is provided.
Deposit accepted before the commencement of the Act –
Section 74(1) – In respect of any deposit accepted by a company before the commencement of this Act, the amount of such deposit or part thereof or any interest due thereon remains unpaid on such commencement or becomes due at any time thereafter, the company shall—
(a) file, within a period of three months from such commencement or from the date on which such payments, are due, with the Registrar a statement of all the deposits accepted by the company and sums remaining unpaid on such amount with the interest payable thereon along with the arrangements made for such repayment.
(b) repay within one year from such commencement or from the date on which such payments are due, whichever is earlier.
Acceptance of deposit from public by certain companies –
Section 76(1) states that notwithstanding anything contained in section 73, an Eligible company, may accept deposits from persons other than its members subject to compliance with there requirements provided in sub-section (2) of section 73 and subject to such rules as the Central Government may, in consultation with the Reserve Bank of India, prescribe.
Such a company shall be required to obtain the rating(including its net worth, liquidity and ability to pay its deposits on due date) from a recognized credit rating agency.
Every company accepting secured deposits from the public shall within thirty days of such acceptance, create a charge on its assets of an amount not less than the amount of deposits accepted in favor of the deposit holders in accordance with such rules as may be prescribed.
Rules under Chapter V(Applicable for both Section 73 & 76) –
Rule 3 under Chapter V states that
— No company under sub-section (2) of section 73 and no eligible company shall accept or renew any deposit, whether secured or unsecured, which is repayable on demand or upon receiving a notice, within less than six months or more than thirty-six months from the date of acceptance or renewal of such deposit
Exceptions
A company may, for the purpose of meeting any of its short term requirements of funds, accept or renew such deposits for repayment earlier than six months from the date of deposit or renewal, as the case may be, subject to the conditions that-
(a) such deposits shall not exceed ten per cent of the aggregate of the paid up share capital and free reserves of the company, and
(b) such deposits are repayable not earlier than three months from the date of such deposit or renewal thereof.
Rule 3(3) states that no company (other than eligible company) referred to in sub-section(2) of section 73 shall accept or renew any deposits if the amount of such deposits together with the amount of other deposits out standing as on the date of acceptance or renewal of such deposits exceeds 25 per cent of the aggregate of the paid-up share capital and free reserves of the company.
Rule 3(4) states that no Eligible company shall accept or renew-
(a) Any deposit from its members, if the amount of such deposit together with the amount of deposits out standing as on the date of acceptance or renewal of such deposits from members exceeds ten per cent of the aggregate of the paid-up share capital and free reserves of thecompany;
(b) Any other deposit, if the amount of such deposit together with the amount of such other deposits, other than the deposit referred to in (a) above, together with the amount of deposits outstanding on the date of acceptance or renewal exceeds twenty-five per cent of aggregate of the paid-up share capital and free reserves of the company.
Rule 3(6) states that no company under sub-section (2) of section 73 or any Eligible company shall invite or accept or renew any deposits in any form, carrying a rate of interest or pay brokerage thereon at a rate exceeding the maximum rate of interest or brokerage prescribed by the Reserve Bank of India for acceptance of deposits by non-banking financial companies.
Rule 4 – Form and particulars of advertisements/circulars –
(1) Every company referred to in sub-section (2) of section 73 intending to invite deposit from its members shall issue a circular to all its members by registered post with acknowledgement due or speed post or by electronic mode in Form DPT-1. In addition to issue of such circular to all members in the manner specified above, the circular may be published in English language in an English newspaper and in vernacular language in a vernacular newspaper having wide circulation in the State in which the registered office of the company is situated.
(2) Every eligible company intending to invite deposits shall issue a circular in the form of an advertisement in FormDPT-1 for the purpose in English language in an English newspaper and in vernacular language in one vernacular newspaper having wide circulation in the State in which the registered office of the company is situated.
(3) Every company inviting deposits from the public shall upload a copy of the circular on its website, if any.
(4) No company shall issue or allow any other person to issue or cause to be issued on its behalf, any circular or a circular in the form of advertisement inviting deposits, unless such circular or circular in the form of advertisement is issued on the authority and in the name of the Board of directors of the company.
(5) No circular or a circular in the form of advertisement shall be issued by or on behalf of a company unless, not less than thirty days before the date of such issue, there has been delivered to the Registrar for registration a copy thereof signed by a majority of the directors of the company as constituted at the time the Board approved the circular or circular in the form of advertisement, or their agents, duly authorized by them in writing.
(6) A circular or circular in the form of advertisement issued shall be valid until the expiry of six months from the date of closure of the financial year in which it is issued or until the date on which the financial statement is laid before the company in annual general meeting or, where the annual general meeting for any year has not been held, the latest day on which that meeting should have been held in accordance with the provisions of the Act, whichever is earlier, and a fresh circular or circular in the form of advertisement shall be issued, in each succeeding financial year, for inviting deposits during that financial year.
For the purpose of this rule, the date of the issue of the newspaper in which the advertisement appears shall be taken as the date of issue of the advertisement and the effective date of issue of circular shall be the date of dispatch of the circular.
Rule 5 –Deposit Insurance
(1) Every company referred to in sub-section (2) of section 73 and every other eligible company inviting deposits shall enter into a contract for providing deposit insurance at least thirty days before the issue of circular or advertisement or at least thirty days before the date of renewal, as the case may be. For the purposes of this sub-rule, the amount as specified in the deposit insurance contract shall be deemed to be the amount in respect of both principal amount and interest due thereon.
Rule 7 – Appointment of deposit trustees.
No company under sub-section (2) of section 73 or any eligible company shall issue a circular or advertisement inviting secured deposits unless the company has appointed one or more deposit trustees for creating security for the deposits. A written consent shall be obtained from the deposit trustee(s) before their appointment and a statement shall appear in the circular or circular in the form of advertisement with reasonable prominence to the effect that the deposit trustee(s) have given their consent to the company to be so appointed.
Execution of deposit trust deed before issuing advertisement
The company shall execute a deposit trust deed in Form No.DPT-2 at least 7 days before issuing the circular or circular in the form of advertisement.
Rule 13 – Maintenance of liquid assets and creation of Deposit Repayment Reserve Account
Every company referred to in sub-section (2) of section 73and every eligible company shall on or before the 30th day of April of each year deposit the sum as specified in clause (c) of the said sub-section with any scheduled bank and the amount so deposited shall not be utilized for any purpose other than for the repayment of deposits. The amount remaining deposited shall not at any time fall below fifteen per cent. of the amount of deposits maturing, until the end of the current financial yearand the next financial year.
Rule 14 – Registers of deposits
(1) Every company accepting deposits shall, from the date of such acceptance, keep at its registered office one or more separate registers for deposits accepted/renewed, in which there shall be entered separately in the case of each depositor the following particulars, namely:
(a) Name, address and PAN of the depositor/s;
(b) Particulars of guardian, in case of a minor;
(c) Particulars of the nominee;
(d) Deposit receipt number;
(e) Date and amount of each deposit;
(f) Duration of the deposit and the date on which each deposit is repayable;
(g) Rate of interest;
(h) Due date(s) for payment of interest;
(i) Mandate and instructions for payment of interest and for non-deduction of tax at source, if any;
(j) Date or dates on which payment of interest will be made;
(k) Details of deposit insurance including extent of deposit insurance;
(l) Particulars of other security/ charge created;
(m) Any other particulars relating to the deposit;
(2) Entries in the register shall be made within seven days from the date of issuance of the deposit receipt and such entries shall be authenticated by a director or secretary of the company or by any other officer authorized by the Board for this purpose.
(3) The register or registers referred to in sub-rule (1) shallbe preserved in good order for a period of not less thaneight years from the financial year in which the latest
entry is made in the register.
Rule 16 – Return of deposits to be filed with the Registrar
Every company to which these rules apply, shall on or beforethe 30th day of June, of every year, file with the Registrar, areturn in Form DPT-3 along with the fee as provided in Companies
(Registration Offices and Fees) Rules, 2014 and furnish the information contained therein as on the 31st day of March of that year duly audited by the auditor of the company.
Rule 17 – Penal rate of interest
Every company shall pay a penal rate of interest of eighteen per cent. per annum for the overdue period in case of deposits, whether secured or unsecured, matured and claimed but remaining unpaid.
As compared to loans, compliance with provisions of Deposits is complicated. And companies that have raised funds through means of deemed deposits under the previous act has to be cautious while disclosing the same under DPT-3. Auditors of such companies have to check compliance with Section 73 to 76 as part of reporting required under 143(11) (CARO).
Relevance of above provisions in CARO,2016 (For Auditor) –
Clause 5 of CARO,2016 –
In case, the company has accepted deposits, whether the following has been complied with:
(a) The provision of sec 73 to 76 or any other relevant provision of Companies Act, 2013 and the rules framed there under, and
(b) If the order has been passed by company law board (CLB) or National company law tribunal (NCLT) or RBI or any court or any other tribunal.
(c) Directives issued by RBI
However, if any of the above not complied with, the nature of contraventions should be stated.
A preliminary analysis has been done by National Financial Reporting Authority (NFRA) on the key financial parameters of the companies registered in India from their MCA-21 filings and it is found that the fees paid to auditors by a large majority of Micro, Small and Medium Companies (MSMCs) are way below what an audit, when performed in compliance with the letter and spirit of the Standards of Auditing, would require.
Major economies of the world require statutory audit for small companies only in case some minimum criteria of public interest are satisfied. Even in India, income tax audit is now not compulsory where the turnover is Rs. 10 crore or less provided not more than 5% of the transactions are in cash. GST audit has also been completely done away with.
It is, therefore, appropriate to revisit the requirement of compulsory statutory audit for all companies irrespective of their size and/or public interest. NFRA has prepared a Consultation Paper explaining the issues involved and providing the data and information required for responding to the questions raised in an informed manner, with the objective to seek the comments/suggestions of the wider stakeholder group and the public at large on questions raised. The last date for receipt of comments is 10th November, 2021. The comments may be submitted by email at: comments-tac.paper@nfra.gov.in
The Companies Amendment Act, 2020 is being introduced with an aim to promote greater ease of doing business by decriminalizing various non compoundable offences in case of defaults made under the Companies Act, 2013 and rules made there under.
Prior getting nod from president of India, The Companies (Amendment bill, 2020) was introduced in both the houses of Indian parliament. The Companies (Amendment) bill, 2020 was based on the Company Law Committee which was set up under the Chairmanship of Shri Injeti Srinivas September 18, 2019 to suggest any further amendment require in the CA 2013.