The government is moving to amend the Companies Act, targeting a legislative push in the winter session of Parliament to make the law more business- and digital-friendly, two people aware of the discussions said.
Likely changes include a key proposal to speed up certain mergers, facilitate electronic document serving and e-adjudication of offences, and enable administrative restoration of companies struck off from the register without the involvement of tribunals, according to one of the sources. The measures aim to help Indian companies turn globally competitive and elevate the country’s ranking in future editions of the World Bank’s Business-Ready index.
One of the proposals is to rework the shareholder voting parameters to enable faster clearance for mergers among start-ups, unlisted companies, and a corporate parent and its wholly-owned subsidiaries. The idea is to ease the current requirement of 90% shareholder approval prescribed under Section 233 of the Companies Act.
Another proposal aims to ease the requirement of physical documents. Currently, the law allows serving documents to the government or shareholders in physical or electronic mode, but if a shareholder requests a physical copy, the company must arrange for it for a fee. The amendment aims to make it sufficient for certain classes of companies to serve documents only in electronic format.
The changes may also strengthen the powers of the National Financial Reporting Authority, especially in acting against auditors for breaches other than ‘professional or other misconduct’, such as failing to file annual returns, the second source added.
However, the government has yet to finalize the proposals for allowing partnership firms to offer multiple services, including legal, secretarial, accounting, auditing, and actuarial services under one roof, as the feedback received from public consultation is still under examination. An expert committee will look into this feedback to determine the best course of action.
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.
Income tax (I-T) department has completed its investigation into alleged malpractices in the payment of commissions by insurance companies and uncovered evasion of more than ₹15,000 crore, said people with knowledge of the matter. The tax on this will be about ₹4,500 crore, they said.
The probe, which covered more than 25 insurers and over 250 businesses used to route commissions to agents, was conducted by the department’s investigation wing. The findings have been passed on to assessing officers (AOs), said the people cited. The findings, which detail the alleged evasion, the modus operandi and the amounts involved, have been shared with assessing officers of the concerned firms and the mid-level entities,” said one of them. The AOs, after studying the findings, will raise the tax demand, inclusive of interest and penalty.
Apart from the IT department, the insurers were also investigated by the Directorate General of GST Intelligence (DGGI). While the DGGI was probing them for fake input tax credit (ITC) claims, the tax department was investigating alleged tax evasion in violation of Insurance Regulatory and Development Authority of India (IRDAI) norms.
Since March, the DGGI has sent show-cause notices to 30 firms seeking GST payments of over Rs 4,000 crore. Sources added that these firms have paid around Rs 700 crore so far to the GST authorities and are in the process of approaching the adjudicating authority against the DGGI’s action.
They have done so twice in the past but the ministry has refused to intervene, the official added.
In both cases, the firms have the option to take legal recourse and challenge these before the concerned authority and subsequently before the high court,” another official added.
The I-T department had sent the companies notices under Section 131 of the Income Tax Act, which allows it to conduct inquiries, summon individuals and demand accounting records and other documents.
The probe has revealed that the insurers apparently maintained a list of email IDs with specific employees keeping track of payments made to agents through business entities linked to them. During the course of the probe, the statements of these employees were recorded and they have revealed that their job was to ensure that the overriding commission is paid through various routes and these transactions look genuine, incurred either through payroll costs or marketing and advertising expenditures,” said the person.
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
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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.).
Audit Trail compulsory to be installed in accounting software by Companies w.e.f. 01.04.2023
1. Every business made mandatory incorporate the audit trail capability into the accounting software with effect from 1 April, 2023, it utilizes for maintains its books of account.
2. An edit log should be included in the audit trail feature to capture all transactions and any changes made at any point of time during accounting & thereafter,
3. As per the MCA issue notified (Companies (Accounts) Amendment Rules, 2021) on dated March 24, 2021, every company that utilizes accounting software to maintain its books of account shall only use accounting software that provides a characteristic of recording a –
Audit Trail of each and every transaction,
Creating an edit log of each change made in books of account along with the date when such changes were made.
Ensuring that the audit trail cannot be disabled.
The MCA has announced that the above amendments will take w.e.f. 01.04.2023, which advisory given on accounting software used by businesses will have to comply with the Accounts Rules beginning in the FY 2023-24.
According to the related amendments to The Companies (Audit and Auditor) Rules, 2014 (Audit Rules), auditors are now needed to give a statement in their statutory audit report ((in the section Report on Other Legal and Regulatory Requirements,) stating whether,
(a) All the business user whose account been audited must incorporated in characteristic of audit trail (edit logs or change log) recording via accounting software.
(b) Audit trail characteristic was started throughout FY & Same had not been Changed or tampered it and
(c) such kind of above edit logs or audit trails have been matined for duration as specified by the above rules.
6. The Business will required to make ensure that Audit trail of all accounting records can record changes to the transaction, such as when the changes were made, who made them, and what data was changed.
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 [SEBI LODR]:
Regulation 25(5) of SEBI LODR states as follows, “An independent director shall be held liable, only in respect of such acts of omission or commission by the listed entity which had occurred with his [/her] knowledge, attributable through processes of board of directors, and with his [/her] consent or connivance or where he [/she] had not acted diligently with respect to the provisions contained in these regulations. This provision states that independent Directors would be held liable for acts of omission or commission by listed entity:
When Independent Directors were aware of that particular act
It was done by listed entity with the consent or connivance of Independent Directors
If the act of omission or commission was pursuant to a transaction or an act which was discussed and approved at committee and board meetings
Independent Directors had not acted diligently with respect to provisions contained in these regulations.
In addition to above SEBI LODR principles casts responsibility on entire Board of Directors with respect to performance of their duties.
Companies Act, 2013:
Section 149(11) of Companies Act 2013 also has same provisions as is mentioned in Reg. 25 (5) of SEBI LODR. So even if Independent Directors are not involved in the day-to-day activities of the company but if any act of commission or omission by the listed entity falls within the counters of Reg 25(6) or Section 149 then it is seen that role of Independent Directors might be questioned by enforcement agencies.
Recent amendments – More onus on Independent Directors:
Recently SEBI LODR was amended whereby it is now mentioned that Related Party Transaction in Audit Committee would be approved by Independent Directors only.
Precedents:
In furtherance to what we have seen above we would now have a look at recent cases where role of Independent Directors was questioned. It is being seen that SEBI has been questioning role of Independent Directors wherever cases were falling within the counters of Reg 25(6) of SEBI LODR or Section 149(11) of Companies Act. We would see some noteworthy precedents were role of Independent Directors was questioned:
SEBI Adjudication order in the matter of Edserv Softsystems Ltd:
In this case SEBI has not levied penalty on Independent Directors as they exercised due diligence while exhibiting their duties. In this case Edserv Softsystems Ltd had acquired a company in UAE. This transaction was not approved by Board of Directors. Independent Directors on seeing this news through Stock Exchange Disclosure questioned the company on the acquisition, why board approval was not taken, valuation report details as to how price of acquisition was determined and source of this acquisition. Edserve Softssystemsa refused to given information even after persistent follow ups by Independent Directors. Independent Director’s finally resigned from the company. SEBI in this case has not penalized Independent Director. SEBI has stated as follows, “I see that Notice Nos. 3 and 4 have certified the authenticity of the July 25, 2011 Board Resolution, a fact which has not been denied by them. However, it has been asserted by the said Notices that they were not aware of the Pledge Agreement, whereby the GDR proceeds were pledged as security for the loan taken by Vintage. Further, from the email exchanges, it appears that the utilisation of the GDR proceeds for acquisition of M/s Alta Vista, a company incorporated in the UAE, was without concurrence of the board of directors of the Company. As regards the second question of due-diligence exercised, I note from the above that Notice Nos. 3 and 4 had actively sought information and details from S. Giridharan (Notice No. 1), the Chairman and CEO of the Company regarding the utilisation of the GDR proceeds and the acquisition of Alta Vista FZE, a company incorporated in the UAE. I also note that after the email dated November 06, 2012, whereby information was sought from S. Giridharan, with respect to the utilisation of GDR proceeds, T. S. Ravichandran, Notice No. 3 and S. Arvind, Notice No. 4, resigned as a Director of the Company on December 10, 2012 and January 28, 2013 respectively. Upon a holistic view of the facts, I am inclined to grant the benefit of doubt to Notice Nos. 3 and 4, especially in view of the diligence exhibited by them with respect to the utilisation of the GDR proceeds followed by their decision to step down from the Board of Deserve, soon thereafter”
SEBI Adjudication Order in the matter of Bombay Dyeing Ltd:
In this as alleged by SEBI there were certain fraudulent transactions were being entered by Bombay Dyeing Ltd with one their group companies. Further it is also alleged that the group structure was maintained in such a manner that these transactions would not be highlighted. SEBI in this matter has stated as follows, “I note that the Notices had an important role to play as members of the Audit Committee and as a sub group of the Board of Directors. The Notices were required to monitor the disclosures and accuracy of the same as a monitor of the process. As a result of the Notices’ failure to discharge their function as members of the audit committee, BDMCL was able to inflate its sales and profits with respect to its real estate segment to the tune of Rs. 2,492.94 crores and Rs. 1,302.20 crores respectively. In view of the above, I find that the Notices have failed in its duty to exercise oversight of BDMCL’s financial reporting process and disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible. Therefore, I hold that the Notices have violated the provisions of Clause 49(II)(D)(1) of the Listing Agreement, Clause 49(III)(D)(1) of the Listing Agreement (post amendment dated April 17, 2014) read with Regulation 103 of the SEBI (LODR) Regulations, 2015 and Regulation 18(3) read with Clause A (1) under Part C of Schedule II of SEBI (LODR) Regulations, 2015 for the period from FY 2014 –15 to FY 2017 -18”
Conclusion: Whether an Independent Director would be liable or not in a for a particular act or omission would depend on the facts of each case. But it is necessary that Independent Directors shall perform their duties diligently.
Disclaimer:This article provides general information existing at the time of preparation and we take no responsibility to update it with the subsequent changes in the law. The article is intended as a news update and Affluence Advisory neither assumes nor accepts any responsibility for any loss arising to any person acting or refraining from acting as a result of any material contained in this article. It is recommended that professional advice be taken based on specific facts and circumstances. This article does not substitute the need to refer to the original pronouncement
Corporate Compliance Calendar For The Month of January, 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.
Page Contents
About Article:
This article contains various Compliance requirements for the Month of January, 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. Income Tax Act, 1961
2. Goods & Services Tax Act, 2017 (GST) and Important Updates / Circulars
3. Foreign Exchange Management Act, 1999 (FEMA) and Important Notifications
4. Other Statutory Laws and Updates
5. SEBI (Listing Obligations & Disclosure Requirements) (LODR) Regulations, 2015
6. SEBI Takeover Regulations 2011
7. SEBI (Prohibition of Insider Trading) Regulations, 2015
8. SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018
9. SEBI (Buyback of Securities) Regulations, 2018
10. SEBI (Depositories and Participants) Regulations 2018) and Circulars / Notifications
11. Companies Act, 2013 (MCA/ROC Compliance) and Notifications
12. Insolvency and Bankruptcy Board of India (IBBI) Updates
13. Cabinet Decisions / New Acts
Compliance requirement under Income Tax act, 1961
Sl.
Compliance Particulars
Due Dates
1
Due date for deposit of Tax deducted/collected for the month of December, 2022. However, all the 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
07.01.2023
2.
Due date for deposit of TDS for the period October 2022 to December 2022 when Assessing Officer has permitted quarterly deposit of TDS under section 192, section 194A, section 194D or section 194H
07.01.2023
3
Due date for issue of TDS Certificate for tax deducted under section 194-IA in the month of November, 2022
14.01.2023
4
Due date for issue of TDS Certificate for tax deducted under section 194-IB in the month of November, 2022
14.01.2023
5
Due date for issue of TDS Certificate for tax deducted under section 194M in the month of November, 2022
14.01.2023
Due date for furnishing of Form 24G by an office of the Government where TDS/TCS for the month of December, 2022 has been paid without the production of a challan
15.01.2023
6
Quarterly statement of TCS for the quarter ending December 31, 2022
15.01.2023
7
Quarterly statement in respect of foreign remittances (to be furnished by authorized dealers) in Form No. 15CC for quarter ending December, 2022
15.01.2023
8
Due date for furnishing of Form 15G/15H declarations received during the quarter ending December, 2022
15.01.2023
9
Quarterly TCS certificate in respect of quarter ending December 31, 2022
30.01.2023
10
Due date for furnishing of challan-cum-statement in respect of tax deducted under section 194-IA in the month of December, 2022
30.01.2023
11
Due date for furnishing of challan-cum-statement in respect of tax deducted under section 194-IB in the month of December, 2022
30.01.2023
12
Due date for furnishing of challan-cum-statement in respect of tax deducted under section 194M in the month of December, 2022
30.01.2023
13
Quarterly statement of TDS for the quarter ending December 31, 2022
31.01.2023
14
Quarterly return of non-deduction at source by a banking company from interest on time deposit in respect of the quarter ending December 31, 2022
31.01.2023
15
Intimation under section 286(1) in Form No. 3CEAC, by a resident constituent entity of an international group whose parent is non-resident
31.01.2023
Important Notifications – For the month of December – 2022:
Sl.
Particulars of the Notification(s)
File No. / Circular No.
Link(s)
1.
Partial relaxation with respect to electronic submission of Form lOF by select category of taxpayers in accordance w ith the DGIT (Systems) Notification No. 3 Of 2022.
Clarification for the purposes of clause (c) of Section 269ST of the Income-tax Act, 1961 in respect of dealership/distributorship contract in case of Co-operative Societies – reg.
a) Taxpayers having aggregate turnover > Rs. 5 Cr. in preceding FY
Tax period
Due Date
Particulars
December, 2022
20th January, 2023
Due Date for filling GSTR – 3B return for the month of December, 2022 for the taxpayer with Aggregate turnover exceeding INR 5 crores during previous year. Due Date for filling GSTR – 3B return for the quarter of January to March 2022 for the taxpayer with Aggregate turnover up to INR 5 crores during the previous year and who has opted for Quarterly filing of return under QRMP.
b). Taxpayers having aggregate turnover upto Rs. 5 crores in preceding FY (Group A)
Tax period
Due Date
Particulars
December, 2022
22nd January, 2023
Due Date for filling GSTR – 3B return for the month of December, 2022 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
December, 2022
24th January, 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 (December, 2022)
11.01.2023
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
10.01.2023
GSTR -8
E-Commerce operator registered under GST liable to TCS
10th of succeeding month
10.01.2023
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
13.01.2023
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.
25.01.2023
GST UPDATES – December, 2022:
Sl.
Notification Particulars
Notification No.
Link (s)
1.
Manner of processing and sanction of IGST refunds, withheld in terms of clause (c) of sub-rule (4) of rule 96, transmitted to the jurisdictional GST authorities under sub-rule (5A) of rule 96 of the CGST Rules, 2017.
Seeks to extend the due date for furnishing FORM GSTR-1 for November, 2022 for registered persons whose principal place of business is in certain districts of Tamil Nadu.
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.
Operations of subsidiaries and branches of Indian banks and All India Financial Institutions (AIFIs) in foreign jurisdictions and in International Financial Services Centers (IFSCs) – Compliance with statutory/regulatory norms
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
21.01.2023
2
13(3)
Statement of Investor Complaints
21 days from end of quarter
21.01.2023
3
31 (1) (b)
Shareholding Pattern
21 days from end of quarter
21.01.2023
4
32 & 33
Financial Results & Statement of deviation
45 days/60 days from end of quarter
14.02.2023
B. Half Yearly Compliances:
Sl. No.
Regulation No.
Compliance Period(Due Date)
Due Date
1.
Regulation 23(9) Related party transactions.
The listed entity shall make such disclosures every 6 months within 15 days from the date of publication of its standalone and consolidated financial results: Provided further that the listed entity shall make such disclosures every 6 months on the date of publication of its standalone and consolidated financial results with effect from April 1, 2023.
Within 15 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
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 (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
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 days
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.
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”.
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. No.
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
10. SEBI (Depositories and Participants) Regulations 2018)
Sl. No.
Compliance 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: December, 2022
Sl.
Particulars
Link
1.
Review of timelines for listing of securities issued on Private Placement basis – Chapter VII of the Operational Circular issued under SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021
Updated Operational Circular for listing obligations and disclosure requirements for Non-convertible Securities, Securitized Debt Instruments and/ or Commercial Paper – Modifications in Chapter IV and Introduction of Chapter XII on Scheme(s) of Arrangement by entities who have listed their NCDs/ NCRPS
Clarification – Scheme(s) of Arrangement by entities who have listed their Non-convertible Debt securities (NCDs)/ Non-convertible Redeemable Preference shares (NCRPS) (‘debt listed entities’)
Informal Guidance request received from TCM Limited on applicability of corporate governance provisions as specified in the SEBI (LODR) Regulations, 2015
Informal Guidance request received from Sky Industries Limited on applicability of corporate governance provisions as specified in the SEBI (LODR) Regulations, 2015
SEBI publishes Consultation Paper on strengthening the Investor Grievance Redressal Mechanism in the Indian Securities Market by harnessing Online Dispute Resolution mechanisms
Clarification to SEBI circular dated August 04, 2022 on enhanced guidelines for debenture trustees and listed issuer companies on security creation and initial due diligence
Consultation paper on strengthening the Investor Grievance Redressal Mechanism in the Indian Securities Market by harnessing Online Dispute Resolution mechanisms
11. Compliance Requirement UNDER Companies Act, 2013 and Rules made thereunder;
Applicable Laws/Acts
Due Dates
Compliance Particulars
Forms / Filing mode
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
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 – December, 2022
Sl.
Particulars of the Circulars
Link
1
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.
Insolvency Professional to act as Interim Resolution Professionals, Liquidators, Resolution Professionals and Bankruptcy Trustees (Recommendation) (Second) Guidelines, 2022
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.
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.)
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 Government has clarified that spending of Corporate Social Responsibility (CSR) funds for creating health infrastructure for COVID care are eligible CSR activities under Companies Act. The eligible CSR activities include establishment of medical Oxygen generation and storage plants, manufacturing and supply of Oxygen concentrators, ventilators, cylinders and other medical equipment for countering COVID-19 or or such similar activities.
The Ministry of Corporate Affairs in a circular drew reference to the Act which also permits contribution to specified research and development projects as well as contribution to public funded universities and certain organisations engaged in conducting research in science, technology, engineering and medicine as eligible CSR activities.
It said, the companies including Government companies may undertake the activities or projects or programmes using CSR funds, directly by themselves or in collaboration as shared responsibility with other companies, subject to fulfillment of Companies CSR Policy Rules, 2014 and the guidelines issued by the Ministry of Corporate Affairs from time to time.
MCA has extended the due date to use accounting software with audit trail from 1st April 2021 to 1st April 2022. The copy of Notification is attached as under:
The private or public company which do not have equity shares listed on recognized stock exchange but have other securities listed by way of private placements are kept out of preview of listed company status
The public company has equity listed in Foreign jurisdiction but do not have equity shares listed on recognized stock exchange are also kept out of preview of listed company status
Section 2(52)(2A) inserted
Public Companies which have listed there Non convertible debt securities , and / or Non convertible redeemable preference shares on recognized stock exchanges on Private placement basis but the same public companies have not listed there equity shares on a recognized stock exchange , such companies shall not be considered as listed company
Public Companies which have issued Equity shares on permitted stock exchanges in permissible foreign jurisdictions or such other jurisdictions under Section 23(3) of the Act but the same Public Companies have not issued Equity shares on recognised Stock Exchange, such companies shall not be considered as listed company
Private Companies which have listed there Non convertible debt securities , on recognized stock exchanges on Private placement basis but the same private companies have not listed there equity shares on a recognized stock exchange , such companies shall not be considered as listed company
Analysis of Proposed Amendments in Union Budget 2021-22
The Union Minister for Finance & Corporate Affairs, Smt Nirmala Sitharaman presented the Union Budget 2021-22 in Parliament today, which is the first budget of this new decade and also a digital one in the backdrop of unprecedented COVID-19 crisis. Laying a vision for Aatma Nirbhar Bharat, she said this is an expression of 130 crore Indians who have full confidence in their capabilities and skills. She said that Budget proposals will further strengthen the Sankalp of Nation First, Doubling Farmer’s Income, Strong Infrastructure, Healthy India, Good Governance, Opportunities for youth, Education for All, Women Empowerment, and Inclusive Development among others.
Union Budget 2021-22 has also come with a lot of amendments in Income Tax Act, GST Act, Companies Act etc. to strengthen the taxation policy and to promote Ease of Compliance among taxpayers.
So here the analysis of proposed amendments in Union Budget 2021-22 by the GBC Group. To download the PDF file, Please Click Here
Tax Associations Come Together against Wrong Implementation of Tax Laws in India
As we all know that tax implementation in our country is very poor. When portals are not working, government extend due dates but when taxpayers are not able to do compliance due to any reason/ pandemic, government is not extending due dates and taxpayers are suffering heavy late fees. Even government is disposing thousands of representation by mentioning some illogical reasons in tweets.
Therefore, for the welfare of taxpayers as well as professional community, many tax associations led by The Western Maharashtra Tax Practitioners’ Association have come together against wrong implementation of acts and working system of government departments as well as respective Ministries of the Central Government.
List of all tax associations is as under :
All tax associations have submitted their representations to respective offices as well as to Central Government. let’s hope for the best 🙂
Thanks for reading our post on “Tax Associations Come Together against Wrong Implementation of Tax Laws in India”
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.
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