MCA Tightens Oversight on CSR Compliance for Corporate India
The Ministry of Corporate Affairs (MCA) has tightened its oversight on corporate India’s Corporate Social Responsibility (CSR) compliance by shortening the window for filing the CSR return with the government. Corporates are now mandated to file their CSR return (CSR-2) for the financial year 2023-24 by December 31, 2024. This filing must be done independently, separate from AOC-4, which is the annual return form that companies must submit within 30 days of their Annual General Meeting (AGM).
For the previous fiscal year, 2022-23, corporates had the flexibility to file the CSR return (CSR-2) until March 31, 2024. However, the new timeline reflects a stricter approach by the MCA to enhance compliance.
Company law experts have pointed out inconsistencies where CSR numbers declared in financial statements (within AOC-4) do not align with the figures reported in the CSR return (CSR-2). Anjali Jain, Partner at Areness, a law firm, mentioned that this MCA notification will assist the regulator in analyzing and assessing such discrepancies, particularly benefiting from a reduced compliance window.
Manmeet Kaur, Partner at Karanjawala & Co, emphasized that the requirement for standalone CSR filing would enhance transparency and accuracy concerning CSR activities, as companies will need to maintain separate records for both AOC-4 and CSR-2 filings. Kaur also noted that amendments made to the Companies (Accounts) Rules in 2022 mandated CSR-2 to be filed as an addendum to AOC-4, a process that was revised in 2023. Now, a distinct CSR-2 filing must occur after the AOC-4 submission for FY22-23, no later than March 31, 2024.
The latest amendment introduces a separate filing requirement for form CSR-2 for FY23-24, which must occur after the AOC-4 filing and before December 31, 2024, Kaur added.
Vanita Bhargava, Partner at Khaitan & Co, explained that Form CSR-2 was initially introduced in 2022, requiring companies to report detailed information regarding their CSR initiatives, including project details, CSR committee structure, CSR spending, and any unspent CSR funds.
“The latest MCA notification ensures transparency and creates a mechanism to ascertain whether companies are meeting their regulatory obligations regarding CSR,” stated Bhargava. “This move by the MCA appears to align with the originally intended timeline for submitting Form CSR-2, which is to occur within 30 days of the company’s AGM, in conjunction with Form AOC-4.”
The provided content includes a weekly corporate affairs newsletter spanning multiple sectors, such as SEBI, MCA, RBI, IBC, labor laws, press releases, IPOs, insurance, telecommunications, MSMEs, and more. Each section contains specific updates with relevant website links. Additionally, a current affairs quiz with corresponding answers is included, as well as information about the author. Overall, the content offers a comprehensive overview of recent developments in diverse sectors of corporate affairs.
WEEKLY CORPORATE AFFAIRS FROM 26.08.2024 TO 02.09.2024
SEBI Updates:
[Sl.
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Link
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Advisory regarding investment in securities of the Companies listed on the SME Segment of Stock Exchanges
Consultation Paper on “The facility for Trading in the Secondary Market using UPI Block Mechanism to be mandatorily offered by Qualified Stock Brokers (QSBs) to their clients (ASBA – like facility for secondary market) and other incidental matters” Click here to provide your comments
‘Honesty and loyalty has no meaning’: Bengaluru professor resigns after getting no salary hike despite serving 10 years, netizens say ‘not paying EPF is illegal’
Department of Economic Affairs amends Securities Contracts Regulation Rules (SCRR), 1956, facilitating direct listing of securities by public Indian companies on International Exchanges of GIFT IFSC
Recently, who has been appointed as the new Director General of the National Security Guard (NSG)?
B Srinivasan
7
Eastern equine encephalitis (EEE), recently seen in the news, is caused by which pathogen?
Virus
8
Which country secured silver medal at the Maruhaba Cup, a team event, at the Asian Surfing Championships 2024?
India
9
Virupaksha Temple, recently seen in the news, is located in which state?
Karnataka
10
Recently, which country launched its first reusable hybrid rocket “RHUMI 1”?
India
Source: gktoday.in
About the Author: Lalit Rajput is a Company Secretary and Commerce Graduate, having 7+ years of post-qualification experience in the Corporate Compliance Management & Advisory Services. He has worked with Listed, Unlisted, Risk Advisory Firms, Corporate Secretarial and Chartered Firms etc. He has a keen interest in the Corporate Governance and Compliance Management. He has authored many articles at various social media platforms and ICAI / ICSI Newsletters & has taken seminars / webinars for professional institutes including ICSI / ICAI/ LPU etc. He has participated in many quiz / competitions and received recognitions at various platforms.
He is also a part of MAHARERA Study Group Experts Panel. The WIRC – ICAI honoured for his contribution in “Quick Referencer to Companies Act, 2013” and MAHARERA Law Manual.
He has also written articles in many Corporate Magazines, Taxmann and Books etc. Published article at Corporate Magazine of “Merchants’ Chamber of Commerce and Industry” named “The Legal Eagle”.
He has contributed as Author in many Books and also publishing his own Newsletters on various matters.
Disclaimer:This write – up is prepared as a Knowledge Sharing Initiative. *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.
India to Remove Chinese Companies Amid Growing Concerns
The Ministry of Corporate Affairs (MCA) is set to remove approximately 400 Chinese companies operating in 17 states over the next three months, as reported by Moneycontrol, citing an anonymous government official on Friday, August 2. This move comes as part of the ongoing investigation into the operations of these companies, with a reported 700 Chinese companies currently under scrutiny.
A government official stated, “There will be a substantial number of anywhere between 300 to 400 companies which will be struck off. These include loan apps, online job companies, etc.” This decisive action follows concerns over predatory lending practices, fraud, and violations of financial regulations associated with digital lending apps, some of which have ties to Chinese corporates. Allegations against these companies include aggressive tactics, excessively high interest rates, and unethical practices such as harassment.
The removal of these companies from the official Registrar of Companies (RoC) signifies that they will no longer be recognized as valid businesses. The official further elaborated, “In most cases, such companies are those that are not available at the registered offices. Some are those for which investment had come but are now into some other business. These are incorporation related fraud and financial frauds. Some companies have an Indian director, but the bank account is operated from China. There are companies which have had no transactions.”
According to Section 248 of the Companies Act, the companies in question will be issued notices, providing them with an opportunity to respond. Failure to address these notices within the stipulated timeframe will result in the companies being struck off. The affected companies are primarily based in 17 states, including Delhi, Bengaluru, Uttar Pradesh, Andhra Pradesh, Mumbai, and Chennai.
In addition to the aforementioned actions, the MCA has initiated further investigation into an additional 30 to 40 Chinese companies, including mobile components makers such as battery manufacturers and mobile screen makers. This heightened scrutiny underscores the Government of India’s commitment to ensuring transparency and accountability in dealings with Chinese companies across various sectors, including technology, infrastructure, and finance.
As India takes stringent measures to address concerns surrounding Chinese companies, this development reflects a wider global trend of heightened vigilance over foreign entities operating within national borders.
The situation continues to evolve, and it is essential to closely monitor further developments as the Indian government remains dedicated to safeguarding the integrity of its corporate landscape.
The Indian Institute of Corporate Affairs (IICA) in collaboration with HP India, launched the inaugural batch of the “HP Future Impact Leader – IICA Certified Environmental-Social-Governance (ESG) Professional Programme” yesterday, in Manesar. The event marked a pivotal step towards cultivating leaders to drive sustainable and responsible business practices to benchmark the impact of leadership in India.
Dr. Ajay Bhushan Prasad Pandey, Director General & CEO of IICA and Chairperson of NFRA, and former Secretary of the Ministry of Finance, Government of India, delivered the event’s Keynote Address. In his speech, he emphasized the significant milestones achieved by IICA in the realm of ESG (Environmental, Social, and Governance) through capacity building of business stakeholders, highlighting its crucial role in shaping the future of our country.
Dr. Pandey began his address by referencing the 1972 United Nations Conference on the Human Environment in Stockholm and the 2030 Agenda for Sustainable Development, adopted by world leaders in 2015 at a historic UN Summit. He noted that this summit marked a global realization of the importance of sustainable development. He explained that businesses initially focused on profit, then on environmental responsibility, and eventually on corporate social responsibility. Today, the sustainability domain has emerged, encompassing all these aspects.
He pointed out that the significance of ESG has grown rapidly over the past two decades due to the evolving global landscape. Businesses are now required to be more responsible for their impact on the environment and society to attract investors and various stakeholders. ESG has become key to the sustained growth of businesses, aligning perfectly with the 4Ps of the G20 New Delhi Declaration Landmark Document 2023: Planet, People, Peace, and Prosperity.
Adopting ESG core principles in business operations helps identify cost-saving opportunities, lower energy consumption, reduce resource waste, and minimize operational costs. Dr. Pandey stressed the importance of mandatory ESG reporting practices to avoid reputational and compliance issues in the future. He also highlighted the call by the Hon’ble Prime Minister to redefine the PPP (Pro-Planet-People) in the G20 Delhi Declaration.
Dr. Pandey referred to new research co-authored by Wharton’s Aline Gatignon, which offers unprecedented insights into how various firms allocate Corporate Social Responsibility (CSR) funds across different dimensions. The study, titled “When Few Give to Many and Many Give to Few,” suggests that the USA can learn from India, which has become the first country in the world to mandate CSR for certain qualified corporate companies and has attributes which are already contributing in the ESG.
He also provided insights into the evolving role of ESG regulations in India’s growth and development, motivating delegates from various public and private companies to integrate ESG principles into their core strategies to keep pace with global trends. At the end of his address, Dr. Pandey thanked HP and UNICEF for supporting the program and urged the delegates to become real impact leaders, contributing to the development of India and the world.
Mr. Rajeev Nair, Head of Legal at HP India, provided a Special Address focusing on the legal aspects and compliance requirements of ESG initiatives. He highlighted in his address that sustainability has been at the core of HP’s Business Operations since its inception. He underscored the importance of integrating legal frameworks with sustainable business practices. He also emphasized HP’s unwavering commitment to sustainability and innovation, and how this programme aligns with HP’s vision of creating a positive impact on society and the environment.
Ms. Geetanjali Master, Public Private Partnership Specialist at UNICEF India, offered a compelling Special Address on the collaborative efforts required between public and private sectors to achieve sustainable development goals. Her address underscored the importance of partnerships in driving impactful ESG initiatives. UNICEF envisions with IICA how to fill the gap between theory and practice.
Dr Garima Dadhich, Associate Professor & Head of the School of Business Environment at IICA eloquently highlighted the critical role of shaping sustainable business practices and the importance of developing ESG professionals and impact leaders with the support of UNICEF and HP. The professionals will be equipped with 360-degree ESG expertise, which is crucial for the current corporate landscape. The event concluded with a Vote of Thanks by Dr. Ravi Raj Atrey, expressing deep gratitude to all speakers and participants, reiterating the programme’s goal to nurture leaders who will champion ESG expertise in their respective fields.
The scholarship-based HP Future Impact Leader – IICA Certified ESG Professional Programme aims to equip participants with the knowledge and skills necessary to lead sustainable initiatives within their organizations. This inaugural session marks the beginning of a transformative journey for the first batch of ESG professionals, who are now better equipped to lead their organizations toward a sustainable future. HP and IICA remain committed to fostering ESG leadership and look forward to the continued success of this programme. This collaboration between HP and IICA represents a significant stride towards building a more sustainable and responsible corporate ecosystem.
About IICA & SBE
The Indian Institute of Corporate Affairs (IICA), an autonomous institute, works under the aegis of the Ministry of Corporate Affairs and provides induction and training to the central civil servants of the Indian Corporate Law Service Cadre. A unique world-class institution functioning as a think tank, action research, policy advocacy, service delivery, and capacity-building support to the Ministry, corporate sector, professionals, and related stakeholders. It is a holistic think-tank and service delivery institute to help corporate growth, reforms, and regulation through synergized knowledge management, global partnerships, and real-time solutions.
School of Business Environment (SBE) is a specialised vertical within IICA promoting responsible business conduct focusing on the forward-looking areas of Environmental-Social-Governance (ESG), Corporate Social Responsibility (CSR), Sustainable Finance, Business & Biodiversity Conservation, Business and Human Rights, Responsible Trade, Non-Financial Reporting & auditing; Audit, and other aligned areas. The School has been providing technical expertise to various Ministries and Agencies of the Govt. of India, State Governments, Corporates, Board Members, professionals, and other stakeholders through research studies, policy inputs and advocacy, advisory services, academic programmes, customised capacity-building programmes, etc. A few of the important contributions of the School include developing the National Guidelines on Responsible Business Conduct (NGRBC), the Zero Draft of National Action Plan (NAP) on Business & Human Rights, and technical inputs to the High-Level Committees on Corporate Social Responsibility (CSR) for the Ministry of Corporate Affairs.
Extension of timeline for submission of public comments on the consultation paper titled “Recommendations of the Expert Committee for facilitating ease of doing business and harmonization of the provisions of ICDR and LODR Regulations” Click here to provide your comments
Consultation on Draft Circular – Amendment to Para 15 of Master Circular for Credit Rating Agencies (CRAs) dated May 16, 2024 Click here to provide your comments
Filings under section 124 and section 125 of the Companies Act 2013 read with IEPFA (Accounting, Audit, Transfer and Refund) Rules 2016 in view of transition from MCA 21 version 2 to version 3
RBI releases draft circular on Basel III Framework on Liquidity Standards – Liquidity Coverage Ratio (LCR) – Review of Haircuts on High Quality Liquid Assets (HQLA) and Run-off Rates on Certain Categories of Deposits
Government is implementing dedicated schemes for promotion of organic farming in the country viz. Paramparagat Krishi Vikas Yojana (PKVY) and Mission Organic Value Chain Development in North East Region (MOVCDNER) since 2015-16
Department of Consumer Affairs, Government of India, extends timeline for submission of comments/feedback on Draft Guidelines for Prevention and Regulation of Unsolicited and Unwarranted Business Communication, 2024
13. Current Affairs Quiz (taken from various sources)
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Questions
Answers
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Recently, where was the 14th East Asia Summit Foreign Ministers’ Meeting (EAS FMM) held?
Vientiane, Lao PDR
2
Recently, researchers have spotted ‘Magnetofossils’ in which region of India?
Ladakh
3
Which ministry recently launched SIMS 2.0, the upgraded Steel Import Monitoring System?
Ministry of Steel
4
Which country hosts 21st edition of the multinational joint military exercise Khaan Quest 2024?
Mongolia
5
Recently, where was the country’s 500th Community Radio Station inaugurated?
Aizawl
Disclaimer:This write – up is prepared as a Knowledge Sharing Initiative. *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.
Important Announcement: Launch of New Company Forms
The Ministry of Corporate Affairs (MCA) is excited to announce the upcoming launch of the third set of Company Forms. This release encompasses nine forms: MSME, BEN-2, MGT-6, IEPF-1, IEPF-1A, IEPF-2, IEPF-4, IEPF-5, and the IEPF-5 e-verification report. The official launch is scheduled for July 15, 2024, at 12:00 AM.
To ensure a smooth implementation of these forms on the V3 MCA21 portal, stakeholders are urged to take note of the following key points:
Disabling of Company e-Filings on V2 Portal: Company e-filings on the V2 portal will be disabled from July 4, 2024, at 12:00 AM. It is essential to complete all necessary filings before this deadline.
Pending SRNs: Stakeholders are strongly advised to clear any SRNs pending payment, pending investor details upload, or in resubmission status. This is crucial for a seamless transition to the new forms.
Offline Payments: The option for offline payments for the nine aforementioned forms via the Pay Later function in V2 will be discontinued from July 1, 2024, at 12:00 AM. Stakeholders are requested to make payments for these forms in V2 using online modes such as Credit/Debit Cards and Net Banking.
V3 Portal Availability: The V3 portal will be unavailable from July 13, 2024, at 12:00 AM to July 14, 2024, at 11:59 PM to facilitate the implementation of the new forms.
V2 Portal Availability: The V2 portal will remain accessible for all forms except the newly introduced nine forms. Stakeholders are advised to plan their filings accordingly to avoid any inconvenience.
This update aims to ensure a seamless transition and efficient handling of company forms. Your cooperation and understanding are greatly appreciated as we strive to enhance our services. Stay tuned for further updates and instructions on the MCA21 portal.
The Ministry of Corporate Affairs (MCA) has raised the threshold limit for mergers and acquisitions requiring approval from the Competition Commission of India (CCI). This new limit is based on the wholesale price index and exchange rate of rupee, and has been increased by 150 per cent. Additionally, MCA has exempted mergers or acquisitions with an asset value below Rs 450 crore or turnover less than Rs 1,250 crore from CCI approval, for a duration of two years from the date of publication in the official gazette.
These regulations are outlined in Section 5 of the Competition Act, which defines ‘Combination’ under the Act and specifies the criteria for determining thresholds in cases of acquisition, control taking, mergers, or amalgamations.
Ministry of Corporate Affairs Year Ender 2023: In the framework of corporate governance, the Ministry of Corporate Affairs (MCA) continues to focus on bolstering ‘ease of compliance’ and ‘ease of doing business’ in the year 2023.
The establishment of Central Processing for Accelerated Corporate Exit (C-PACE) signifies a proactive approach to facilitate swift approvals for companies opting for voluntary closures. Notably, during the year 2023, 1,96,028 companies and LLPs were incorporated, showcasing a robust growth compared to the corresponding period in the previous fiscal year.
In an important development, the amendment to the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 empowers Regional Directors (RDs) to expedite merger approvals. The groundbreaking Competition (Amendment) Bill, 2023, passed by both Houses of Parliament and received Presidential assent, introduces pivotal changes, including CCI’s approval for transactions over Rs 2,000 crore and a reduced timeline for final orders to 150 days.
The MCA also introduced amendments in key accounting standards with the Companies (Indian Accounting Standards) Amendment Rules, 2023, enhancing disclosure requirements. Additionally, strategic amendments in Companies (Incorporation) Rules, 2014, signify a commitment to minimising bureaucratic hurdles.
Promoting flexibility in corporate procedures through General Circular no. 09/2023, MCA extended timelines for conducting Annual and Extraordinary General Meetings through virtual means. The removal of processing costs in shifting registered offices and enabling such shifts after resolution plan approval under the Insolvency and Bankruptcy Code highlights a pragmatic regulatory environment.
The adoption of Straight Through Process (STP) for additional e-forms eliminates manual intervention, expediting electronic approvals and streamlining operations.
Lastly, the Companies (Prospectus and Allotment of Securities) Second Amendment Rules, 2023, introduce mandatory dematerialisation of shares for larger private companies, aligning regulations with contemporary market trends. These achievements collectively underscore the MCA’s commitment to fostering a dynamic, efficient, and responsive corporate ecosystem in India.
The processing type of additional e-forms have been changed to STP (Straight through Process) from Non-STP i.e, these forms can be approved electronically without human intervention and hence would lead to ‘ease of compliance’ and ‘ease of doing business’.
Central Processing for Accelerated Corporate Exit (C-PACE) has been operationalised w.e.f. 01.05.23 pursuant to Union Budget announcement in 2022, as a measure to provide expeditious approval of applications filed by the companies with intention to close operations voluntarily.
During Calander Year 2023, 1,96,028 companies and LLPs got incorporated as on 30th November 2023 as against 1,88,364 companies and LLPs for the corresponding period during Calander Year 2022.
The Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 have been amended in May, 2023 pursuant to which, in case a Regional Director (RD) does not file an application before NCLT for considering the scheme of merger under section 232 or does not issue confirmation order for approval of merger u/s 233 within the time limit provided, it shall be deemed that RD has no objection and the confirmation order shall be issued accordingly.
The Competition (Amendment) Bill, 2023 had been passed by both the Houses of the Parliament (Lok Sabha on 29th March, 2023 and Rajya Sabha 3rd April, 2023) and received the Presidential assent (on 11th April, 2023).
Some highlights of the Amendment Act, 2023 are as under: –
Deals with transaction value of more than Rs 2,000 crore will require CCI’s approval. The timeline for the CCI to pass a final order on combination transactions has been reduced to 150 days from 210 days.
The Act expands the scope of entities that can be adjudged to be a part of anti-competitive agreements. Currently, enterprises or persons engaged in similar businesses can be held to be a part of anti-competitive agreements. The Act expands this to also include enterprises or persons who are not engaged in similar businesses.
The Act provides a framework for settlement and commitment for faster resolution of investigations of anti-competitive agreements (except cartels) and abuse of dominant position.
For the purpose of regulation of combinations, the Act modifies the definition of control as the ability to exercise material influence over the management, affairs, or strategic commercial decisions.
The MCA had notified the Companies (Indian Accounting Standards) Amendment Rules, 2023 vide G.S.R. No.242(E), dated 31.03.2023 effective from 01.04.2023. The said rule inter-alia brings amendments to IndAS 1, IndAS 8 and IndAS 12 relating to disclosures of material accounting policies, definition of Accounting estimates and deferred Tax related to Assets and Liabilities arising from a Single Transaction respectively along with other consequential amendment in IndAS 107, IndAS 34 and IndAS 101. Further, some editorial corrections have also been carried out in IndAS 101, IndAS 102, IndAS 103, IndAS 109 and IndAS 115.
The MCA vide General Circular no. 09/2023 dated 25.09.2023 has extended the time line to conduct Annual General Meeting (AGM) and Extra- ordinary General meeting (EGM) through Video Conference (VC) or other Audio visual (OVAM) or transact items through postal ballot for the year 2023 or 2024 on or before 30th September, 2024.
The MCA vide notification number G.S.R. 790 (E) dated 20.10.2023 has amended the Companies (Incorporation) Rules, 2014 through which imposition of cost at the time of processing of application filed for shifting of registered office has been removed.
When the management of the company has been taken over by new management under a resolution plan approved under section 31 of the Insolvency Bankruptcy Code, 2016 (31 of 2016) and no appeal against the resolution plan is pending in any Court or Tribunal and no inquiry, inspection, investigation is pending or initiated after the approval of the said resolution plan, the shifting of the registered office has been allowed.
India has taken another giant stride in enhancing the integrity of its financial markets with the Corporate Affairs Ministry (MCA) now mandating private companies to go in for dematerialisation of their securities.
All private companies, except small and government companies, can henceforth issue new securities only in dematerialised form, the MCA has said in its latest amendment to a Rule concerning issuance of securities.
Private companies have to facilitate dematerialisation of existing securities and the time period allowed to conform to the latest directives is until the end of September 2024.
MCA has also specifically said that no private company can issue securities or buyback its securities after September 30, 2024, until the entire holding of securities of its promoters, directors, and key managerial personnel has been dematerialised.
Also, every holder of securities in a private company who intends to transfer such securities on or after September 30, 2024 shall get them dematerialised before the transfer.
All subscription to any securities of a private company, whether by way of private placement or bonus shares or rights offer on or after September 30, 2024, can be done only in respect of securities held in dematerialised form before such subscription, MCA has said.
Commenting on the MCA move, Makarand M Joshi, Founder, MMJC & Associates, a corporate compliance firm, said that the move to facilitate dematerialisation of shares by certain category of private companies is a significant step towards ensuring the integrity of financial markets. “Apart from enhancing ease of doing business in India, this move will reduce unscrupulous activities while dealing in physical shares”, Joshi said.
Small private companies with a capital of less than ₹4 crore and turnover of less than ₹40 crore, and those that are neither holding nor subsidiary companies will be spared from the burden of dematerialisation.
The dematerialisation of shares of public companies (listed in bourses) took off in 1996 with the establishment of National Securities Depository Limited (NSDL).
The dematerialisation of shares in Indian equity markets revolutionised the way shares were held and traded, leading to increased efficiency, transparency, and investor participation while reducing the risks and costs associated with physical certificates. It was a pivotal development in the evolution of India’s capital markets.
This dematerialisation move, which was seen as a game-changer, brought in several benefits including elimination of physical certificates, improved transparency, faster and cheaper transactions, reduction in paperwork, integration with electronic trading, financial inclusion, better retail investor access, and reduced frauds and forgeries besides easier ownership transfer.
Varun Vaish, Partner, Luthra and Luthra Law Offices India, said this amendment is a landmark move aimed at bringing about a transformative change in the corporate governance landscape of India.
The dematerialisation of securities, while exempting small companies and government companies, signifies a progressive shift towards transparency and efficiency, aligning India’s corporate sector more closely with international practices., he said.
This amendment is expected to reduce the risks associated with physical certificates, such as loss, theft, and forgery, and improve the overall governance in private sector companies by facilitating better tracking and trading of securities, he added.
Abhishek Guha, Partner, Shardul Amarchand Mangaldas & Co., said this amendment will bring about further transparency and improve overall investor protection. It will curb risks like fake certificates and fraudulent share transfers resulting in unwarranted disputes and litigation.
“There will be operational and compliance costs associated with maintaining demat accounts but the associated costs should be acceptable given the substantial benefits”, Guha added.
The Ministry of Corporate Affairs (MCA) has imposed a significant penalty on Acia Communications Technology (India) Private Limited for failing to appoint a resident director as required under the Companies Act, 2013. The violation occurred for an extended period, and both the company and its directors are facing financial penalties. This article discusses the details of the violation and the penalties imposed.
Acia Communications Technology (India) Private Limited, incorporated in 2016 under the jurisdiction of the Registrar of Companies, Karnataka, is the subject of a suo-motu application submitted to the MCA. The company acknowledged that since its incorporation, it had not appointed at least one director who met the requirement of residing in India for a minimum of 182 days during a financial year. Section 149(3) of the Companies Act, 2013, mandates that every company must have at least one director who stays in India for a total of not less than 182 days during the financial year.
Upon review, it was determined that Acia Communications Technology (India) Private Limited had failed to appoint a resident director from the date of its incorporation until April 22, 2021. The company rectified this deficiency by appointing two resident individuals, Mr. Joseph Vattarmbit Anthony and Mr. Navneet Hrishikeshan, as directors on April 23, 2021. This violation extended for a total of 1703 days.
A hearing was conducted as part of the adjudication process, with Mr. Sandeep Kulkarni, a practicing company secretary, representing the company and its directors. Subsequently, the company provided details of the officers who were in default and the details of resident directors in a letter dated August 17, 2023.
As per Section 149(3) of the Companies Act, every company must have at least one director residing in India for a total period of not less than 182 days during the financial year.
Section 172 of the Companies Act specifies that if a company defaults in complying with any of the provisions of Chapter XV (which includes Section 149) for which no specific penalty or punishment is provided, the company and every officer in default may be liable for a penalty. The penalty for such default is fifty thousand rupees, with an additional penalty of five hundred rupees for each day of continuing failure, up to a maximum of three lakh rupees for the company and one lakh rupees for an officer in default.
Acia Communications Technology (India) Private Limited is not classified as a small company under the provisions of Section 2(85) of the Companies Act, 2013.
Conclusion
The Ministry of Corporate Affairs’ decision to impose significant penalties on Acia Communications Technology (India) Private Limited highlights the importance of complying with statutory requirements. The failure to appoint a resident director, as mandated by Section 149(3) of the Companies Act, 2013, resulted in penalties for the company and its directors.
The penalties levied in this case serve as a reminder to all companies to ensure that they meet their compliance obligations and adhere to legal requirements. Companies must take these obligations seriously, as even seemingly procedural violations can result in substantial financial penalties.
It is imperative for businesses and directors to be aware of their responsibilities and obligations under the Companies Act to avoid regulatory non-compliance and the associated penalties. Companies should promptly pay any penalties imposed to prevent further legal action, as failure to comply with the order could result in additional consequences under Section 454(8) of the Companies Act, 2013.
Ministry of Corporate Affairs vide its Gazette Notification No. A-42011/112/2014-API’ dated 24.03.2015 has appointed the undersigned as Adjudicating Officer in exercise of the powers conferred by section 454 of the Companies Act, 2013 (hereinafter referred to as Act) read with Companies (Adjudication of Penalties) Rules, 2014 for adjudging penalties under the provisions of the Companies Act. 2013.
2. The company, Acia Communications Technology (India) Private Limited (hereinafter referred to as Company) was incorporated on 24.08.2016 under the jurisdiction of Registrar of Companies, Karnataka and the registered office of the company is presently situated at Brigade South Parade, No. 10, Mahatma Gandhi Road. Bangalore – 560001, Karnataka.
3. The company has filed a suo-motu application on 20.07.2023 and submits that since incorporation, the company was not able to have at least one director who stayed in India for a total period of not less than 182 days during the financial years. It is seen that the company was required to have at least one director who stays in India for a total period of not less than 182 days during the financial year as per the provisions of section 149 of the Act.
4. Hence it is observed that the company did not appoint a resident director right from the date of incorporation till 22.04.2021, as two resident individuals, namely, Mr. Joseph Vattarmbit Anthony and Mr. Navneet Hrishikeshan were appointed as directors on 23.04.2021. Hence the company has violated the provisions of Section 149(3) of the Companies Act, 2013 for a period from 24.08.2016 to 22.04.2021. i.e., 1703 days.
5. Pursuant to the adjudication application filed by the company. Notice of hearing was sent on 27.07.2023 and physical hearing was held on 10.08.2023. It was attended by Mr. Sandeep Kulkami practising company secretary appeared on behalf of the company and directors and made his submissions. The company thereafter submitted its details of officers who are in default and details of resident directors vide letter dated 17.08.2023.
6. As per section 149(3) of the Act, even/ company shall have at least one director who stays in India for a total period of not less than one hundred and eighty-two days during the financial year.
7. As per section 172 of the Act if a company is in default in complying with any of the provisions of this Chapter (Chapter X8 and for which no specific penalty or punishment is provided therein, the company and every officer of the company who is in default shall be liable to a penalty of fifty thousand rupees. and in case of continuing failure, with a further penalty of five hundred rupees for each day during which such failure continues, subject to a maximum of three latch rupees in case of a company and one latch rupees in case of an officer who is in default.
8. It is seen that the company, being a subsidiary company, does not fall under the definition of a small company as per the provisions of section 2(85) of the Companies Act, 2013. Therefore, the provisions of imposing lesser penalty as per the section 4468 of the Act shall not be applicable in this case.
9. Therefore, having considered the facts and circumstances of the case and the submissions made by the company/ director through their authorized representative, in view of the above said violation, and in exercise of the powers vested under Section 454(3) of the Companies Act 2013, I do hereby impose penalty in the following manner on the company and all the officers in default during the period of offence committed:
10. The company and its directors / key managerial personnel, as applicable, are hereby directed to pay the penalty amount as tabulated above within 90 days from the date of receipt of this Order and file Form INC-28 attaching a copy of the Order and payment challans. In case of directors, such penalty amount is required to be paid out of their own funds. The noticee shall pay the said amount of penalty online by using the website mca.gov.in (Miscellaneous head) specifying the details of this Order and the noticee who is paying the penalty.
11. appeal, if any, against this Order may be filed with the Regional Director (South East Region), Hyderabad within a period of 60 days from the date of receipt of this Order in form AD) setting forth the grounds of appeal and shall be accompanied by a certified copy of this Order.
12. Your attention is also invited to section 454(8) of the Companies Act 2013 in case of non-compliance of this Order wherein necessary penal action will be initiated under 454(8)0) and 454(8)80 of the Companies Act, 2013 against the company and directors / key managerial personnel without further notice in the matter.
About Article: This article contains various Compliance requirements for the Month of September, 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.
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.
Premature redemption under Sovereign Gold Bond (SGB) Scheme – Redemption Price for premature redemption due on August 05, 2023 (Series I of SGB 2016-17)
1. RBI Monetary Policy Highlights: MPC keeps repo rate unchanged at 6.5%; inflation for FY24 pegged at 5.4%
RBI keeps repo rate unchanged at 6.5%. Besides the repo rate, RBI Governor has made a slew of announcements related to the central bank’s GDP projection, inflation outlook, liquitidy, macro economy, UPI payments, etc. Here are the key details.
RBI Monetary Policy Highlights
Following are the highlights of the bi-monthly monetary policy announced by the Reserve Bank Governor Shaktikanta Das on Thursday.
Reserve Bank of India (RBI) has retained key policy repo rate retained at 6.5 per cent. This is the third meeting on the trot that the MPC decided to maintain the status quo on the repo rate.
RBI has maintained that the focus would be on withdrawal of accommodative policy stance to ensure that inflation progressively aligns with target, while supporting growth
It has retained GDP growth projection for FY24 at 6.5 per cent
RBI has marginally revised inflation forecast to 5.4 per cent. According to the central bank, spike in vegetable prices, led by tomatoes, may exert sizeable upside pressures on near-term inflation trajectory
RBI will take steps to ensure greater transparency in interest rate reset of EMI-based floating interest loans. The borrowers to get options of switching to fixed rate loans or foreclosure of loans
The Reserve Bank is planning to artificial intelligence (AI) in UPI payments. Near Field Communication (NFC) technology will be deployed in offline payments via in UPI-Lite
RBI proposes to enhance transactions limits for small value digital payments to ₹500 from ₹200 in UPI Lite
To absorb surplus liquidity generated by various factors, including return of ₹2000 notes to the banking system, RBI has asked banks to maintain an incremental Cash Reserve Ratio (ICRR) of 10 per cent on the increase in their deposits between May 19 and July 28.
RBI Governor Shaktikanta Das has announced that the cash reserve ratio (CRR) remains unchanged at 4.5 per cent
According to RBI projections, current account deficit to remain eminently manageable during FY24
Next meeting of the RBI rate setting panel (MPC) will be held October 4-6.
2. RBI urges urban cooperative banks to strengthen governance
The Reserve Bank of India (RBI) on August 30 urged directors of urban cooperative banks (UCBs) to further strengthen their governance practices, especially the three supporting pillars of compliance, risk management and internal audit.
“The quality of governance was the most important aspect in ensuring stability of individual banks and the directors of UCBs are urged to further strengthen governance practices,” RBI Governor Shaktikanta Das said at a conference of directors on the boards of Tier 3 and 4 UCBs in Mumbai Zone.
On the functioning of boards, the governor emphasised five aspects – adequate skills and expertise of directors, constitution of a professional board of management, diversity and tenure of board members, transparent and participatory nature of board discussions, and effective functioning of board-level committees, the central bank said in a release.
The conference was also attended by deputy governors M Rajeshwar Rao and Swaminathan J, along with executive directors representing the RBI’s Departments of Supervision, Regulation and Enforcement, and other senior officials, according to the press release.
The central bank has started engaging with the directors of its regulated entities. Two separate conferences were held with directors on boards of public sector banks and private sector banks in May 2023.
Due date for deposit of Tax deducted/collected for the month of August, 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 August, 2023 has been paid without the production of a challan
15.09.2023
7
Second instalment of advance tax for the assessment year 2024-25
15.09.2023
8
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 August, 2023
15.09.2023
9
Due date for furnishing of challan-cum-statement in respect of tax deducted under section 194-IA in the month of August, 2023
30.09.2023
10
Due date for furnishing of challan-cum-statement in respect of tax deducted under section 194-IB in the month of August, 2023
30.09.2023
11
Due date for furnishing of challan-cum-statement in respect of tax deducted under section 194M in the month of August, 2023
30.09.2023
12
Due date for furnishing of challan-cum-statement in respect of tax deducted under section 194S in the month of August, 2023 Note: Applicable in case of specified person as mentioned under section 194S
30.09.2023
13
Due date for filing of audit report under section 44AB for the assessment year 2023-24 in the case of a corporate-assessee or non-corporate assessee (who is required to submit his/its return of income on October 31, 2023)
30.09.2023
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 November 30, 2023).
30.09.2023
15
Statement in Form no. 10 to be furnished to accumulate income for future application under section 10(21) or section 11(1) (if the assessee is required to submit return of income on November 30, 2023).
30.09.2023
16
Quarterly statement of TCS deposited for the quarter ending June 30, 2023 Note: The due date of furnishing TCS statement has been extended from June 30, 2023 to September 30, 2023 vide Circular no. 9/2023, dated 28-06-2023
30.09.2023
17
Quarterly statement of TDS deposited for the quarter ending June 30, 2023 Note: The due date of furnishing TDS statement has been extended from June 30, 2023 to September 30, 2023 vide Circular no. 9/2023, dated 28-06-2023
30.09.2023
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
New income tax rules for these salaried taxpayers: The income tax department has announced major relief to taxpayers, availing company-provided rent-free homes. It has lowered the tax for employees staying in such accommodations. The new rule comes into effect from today, September 1, 2023.
Income tax rules for company-provided rent-free homes
1)10 percent of salary in cities having a population exceeding 40 lakh as per the 2011 census.
2)7.5 percent of salary in cities having a population exceeding 15 lakh but not exceeding 40 lakh as per the 2011 census.
What is perquisite?
The value of rent-free provided to an employee by the employer is taxable as prerequisite.
What is RFA?
“Rent-free accommodation is a perquisite given to employees by the employer where an employee gets a place to live from their employer without paying much or anything at all. It’s a work-related benefit that’s part of the employee’s income and is taxed under ‘Salaries’,” said Abhishek Soni, CEO and Co-founder Tax2win
2. Income Tax on Pension: All you need to know about tax paid by senior citizens
Investing for the retirement phase is a crucial aspect of financial planning. Considering the rising inflation levels and limited social security options for senior citizens, many have emphasised planning their retirement early. No one wants to depend on others and enter into a retirement life without a steady income. Most people rely on their pension after retirement. It is a guaranteed income that individuals receive on a monthly basis. This not only helps them to cover their necessary expenses but also allows them to remain financially independent.
No matter what the source of their pension is, just like our regular earnings, pension is also subject to taxation under the head of ‘Income from Salary’. As per the Income Tax Act 1961, pension is also considered as a source of income and thus becomes taxable as per the taxpayer’s respective tax slabs. If the pension is received from the government or from life insurance companies, then it is taxed under the head of ‘Income from Other Sources.
Important Notifications – For the month of August – 2023:
Sl.
Particulars of the Notification(s)
File No. / Circular No.
Link(s)
1.
Standard Operating Procedure (SOP) for making application for recomputation of total income of a co-operative society engaged in the business of manufacture of sugar, as provided for in the sub-section (19) of section 155 of the Income-tax Act, 1961 – reg.
Condonation of delay under clause (b) of sub-section (2) of section 119 of the Income-tax Act, 1961 for returns of income claiming deduction u/s 80P of the Act for various assessment years from AY 2018-19 to AY 2022-23
a) Taxpayers having aggregate turnover > Rs. 5 Cr. in preceding FY
Tax period
Due Date
Particulars
Aug, 2023
20th September, 2023
Due Date for filling GSTR – 3B return for the month of Aug, 2023 for the taxpayer with Aggregate turnover exceeding INR 5 crores during previous year.
b). Taxpayers having aggregate turnover upto Rs. 5 crores in preceding FY (Group A)
Tax period
Due Date
Particulars
Aug, 2023
22nd September, 2023
Due Date for filling GSTR – 3B return for the month of Aug., 2023 for the taxpayer with Aggregate turnover upto INR 5 crores during previous year and who has opted for Quarterly filing of GSTR-3B
Group A States: Chhattisgarh, Madhya Pradesh, Gujarat, Maharashtra, Karnataka, Goa, Kerala, Tamil Nadu, Telangana, Andhra Pradesh, Daman & Diu and Dadra & Nagar Haveli, Puducherry, Andaman and Nicobar Islands, Lakshadweep
c). Taxpayers having aggregate turnover upto Rs. 5 crores in preceding FY (Group B)
Tax period
Due Date
Particulars
Aug, 2023
24th September, 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 (Aug, 2023)
11.09.2023
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
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
13.09.2023
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.
25.09.2023
G. GSTR 11: Statement of inward supply of goods or services or both received by UIN holders
GSTR-11 is the return to be filed by the persons who have been issued a Unique Identity Number and claims a refund of the taxes paid on their inward supplies.
Due date:Must be filed by the 28th of the month following the month in which inward supply is received by the UIN holders.
GST UPDATES – August, 2023:
Sl.
Notification Particulars
Notification No.
Link (s)
1.
Advisory: e-Invoice Exemption Declaration Functionality Now Available
Seeks to notify special procedure to be followed by a registered person pursuant to the directions of the Hon’ble Supreme Court in the case of Union of India v/s Filco Trade Centre Pvt. Ltd., SLP(C) No.32709-32710/2018.
Seeks to exempt the registered person whose aggregate turnover in the financial year 2022-23 is up to two crore rupees, from filing annual return for the said financial year.
Seeks to notify “Account Aggregator” as the systems with which information may be shared by the common portal under section 158A of the CGST Act, 2017.
Seeks to waive the requirement of mandatory registration under section 24(ix) of CGST Act for person supplying goods through ECOs, subject to certain conditions.
Seeks to appoint common adjudicating authority in respect of show cause notices in favour of against M/s BSH Household Appliances Manufacturing Pvt Ltd.
Seeks to notify special procedure to be followed by the electronic commerce operators in respect of supplies of goods through them by composition taxpayers.
Seeks to notify special procedure to be followed by the electronic commerce operators in respect of supplies of goods through them by unregistered persons.
clarification regarding GST rates and classification of certain goods based on the recommendations of the GST Council in its 50th meeting held on 11th July, 2023
Authorization of Booking Post Offices and their corresponding Foreign Post Offices in terms of the Postal Export (Electronic Declaration and Processing) Regulations, 2022 – Reg.
Seeks to extend the due date for furnishing FORM GSTR-1 for April, May, June and July, 2023 for registered persons whose principal place of business is in the State of Manipur
Seeks to extend the due date for furnishing FORM GSTR-3B for April, May, June and July , 2023 for registered persons whose principal place of business is in the State of Manipur
Seeks to extend the due date for furnishing FORM GSTR-3B for quarter ending June, 2023 for registered persons whose principal place of business is in the State of Manipur
Seeks to extend the due date for furnishing FORM GSTR-7 for April, May, June and July , 2023 for registered persons whose principal place of business is in the State of Manipur
1. Online Gaming: Implications of GST amendment and retrospective application
There has been a lot of discussion surrounding the recent changes to the CGST Act, which will only come into effect once all State GST laws have also been amended. One area of particular concern is the potential retrospective application of these changes to online gaming in India.
For the first time, the words “Online Gaming” and “Online Money Gaming” have been introduced in the GST paradigm. The definition of “supplier” under GST law has also been extensively amended.
The amendment in the definition of ‘supplier’ has mammoth ramifications since GST is a tax on ‘supply’ of goods and services, and now the fundamental definition of supply itself stands amended.
The principle issue of concern, in the implication of these amendments, remains the fact that although the amendments have brought paramount, crucial and substantial changes into the paradigm of GST law, they are said to be ‘merely clarificatory’ in nature, thus paving the way for its retrospective application, since an amendment which is clarificatory or explanatory in nature (contrary to a substantive amendment), could only be retrospective in operation.
2. GST Amnesty Scheme: Only few days left to avail benefits; check extended deadline date
Taxpayers who have obtained assessment orders under Section 62 of the CGST Act are given relief under the amnesty scheme. The GST Amnesty Scheme for GSTR 4, GSTR-9 and GSTR-10 for non-filers has been extended by the Central Board of Indirect Taxes and Customs (CBIC). According to the announcement, the form submission deadline of 30 June 2023 has been changed to 31 August 2023.
Amnesty program’s goal is to offer relief to taxpayers who haven’t submitted GSTR-4, GSTR-9, or GSTR-10, among other GST returns.
According to the information published in Times of India newspaper, “Registered person whose registration was canceled on or before 31.12.2022 on account of non filing of returns who-
Failed to apply for revocation within specified time period or
Whose appeal against order of cancellation of registration or the order rejecting application for revocation of cancellation of registration has been rejected on the ground of failure to adhere to the prescribed time limit.
GST Amnesty Scheme
Late fee for filing of FORM GSTR-4 returns for the quarters from July 2017 to March 2019 or for the F.Y.s from 2019-20 to 2021-22 has been reduced to Nil for Nil returns Rs. 500/- (Rs. 250/- CGST + Rs. 250/- SGST) for other than Nil returns if returns are filed on or before 30.06.2023.
Maximum late fee is restricted to Rs. 20,000/- (Rs. 10,000/CGST + Rs. 10,000/- SGST) for filing of Annual Return in FORM GSTR-9 for any F.Y. from 2017-18 to 2021-22 if filed on or before 30.06.2023. Late fee for filing of Final Return in FORM GSTR-10 has been reduced to Rs. 1,000/- ( Rs. 500/-CGST + Rs. 500/-SGST) if filed on or before 30.06.2023.
Registered persons whose registration was cancelled on or before 31.12.2022 due to non-filing of returns, may file application for revocation of cancellation of registration after filing of all returns pending upto the effective date of cancellation of registration along with payment of due tax, interest, penalty and late fee thereon on or before 30.06.2023.
Compliance Requirement under SEBI (Listing Obligations and Disclosure Requirements) (LODR) Regulations, 2015
A. Half Yearly Compliances:
Sl. No.
Regulation No.
Compliance Period(Due Date)
Due Date
1.
Regulation 23(9) Related party transactions.
a) Provided further that the listed entity shall make such disclosures every six months within 15 days from the date of publication of its standalone and consolidated financial results: b) Disclosure of Related Party Transactions as per Regulation 23(9) needs to be filed on the same day on which financial results are published to stock exchange.
a) within 15 days from the date of publication b) disclosures every six months on the date of publication of its standalone and consolidated financial results (w.e.f. 01.04.2023)
B. 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
C. Other Quarterly compliance which included half year compliance except FR (Financial Results)
Reg No
Regulation No
Particulars
Timeline
Intimation
Reg 29 read with Reg 33
intimation regarding item specified in clause 29(1) (a) to be discussed at the meeting of board of directors shall be given at least five days in advance (excluding the date of the intimation and date of the meeting), and such intimation shall include the date of such meeting of board of directors.
at least 5 working days in advance, excluding the date of the intimation and date of the meeting
Intimations and Disclosure of events or information to Stock Exchanges.
87B: Intimations and Disclosure of events or information to Stock Exchanges. READ WITH PART E OF Schedule III
The listed entity shall first disclose to stock exchange(s) of all events or information, as specified in Part E of Schedule III, as soon as reasonably possible but not later than twenty four hours from occurrence of the event or information:
24 HOURS
Valuation, Rating and NAV disclosure.
87C(1) (iii)
An issuer whose security receipts are listed on a stock exchange shall ensure that: the net asset value is calculated on the basis of such independent valuation and the same is declared by the asset reconstruction company within 15 days of the end of quarter.
15 Days
– Certificate from Practicing Company Secretary. .
Regulation 40 (9) (Regulation 40 (10)- certificate mentioned at sub-regulation (9), shall befiled with the stock exchange(s) simultaneously.)
The listed entity shall ensure that the share transfer agent and/or the in-house share transfer facility, as the case may be, produces a certificate from a practicing company secretary within 30 days from the end of the financial year, certifying that all certificates have been issued within thirty days of the date of lodgement for transfer, subdivision, consolidation, renewal, exchange or endorsement of calls/ allotment monies.
Within 30 days from the end of the financial year.
Indian Depository Receipt holding pattern & Shareholding details.
69(1)
The listed entity shall file with the stock exchange the Indian Depository Receipt holding pattern on a quarterly basis within fifteen days of end of the quarter in the format specified by the Board.
15 days from end of each quarter
D. 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”.
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Regulation No.
Compliance Particular
Compliance Period(Due Date)
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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
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Compliance Particular
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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
SEBI Circulars Tracker: August, 2023
Sl.
Particulars
Link
1.
Validity period of approval granted by SEBI to Alternative Investment Funds (AIFs) and Venture Capital Funds (VCFs) for overseas investment
Informal Guidance request received from Gujarat Gas Limited on applicability of regulation 44(5) read with regulation 3(2) of the SEBI (LODR) Regulations, 2015
Consultation Paper on permitting increased participation of Non – Resident Indians (NRIs) and Overseas Citizens of India (OCIs) into SEBI registered Foreign Portfolio Investors (FPIs) based out of International Financial Services Centres (IFSCs) in India and regulated by the International Financial Services Centres Authority (IFSCA)
8. Compliance Requirement UNDER Companies Act, 2013 and Rules made thereunder;
Applicable Laws/Acts
Due Dates
Compliance Particulars
Forms / Filing mode
Companies Act, 2013
Within 15 days of appointment of an auditor.
The Ministry in its General Circular No. 12/2018 dated 13th December, 2018 clarified that filing of Form NFRA-1 is applicable only for Bodies Corporate and ruled out filing by Companies as defined under sub-section (20) of Section 2 the Act.
E – FormNFRA -1
Companies Act, 2013
Within 30 days of the board meeting
Filing of resolutions with the ROC regarding Board Report and Annual Accounts. The details of the resolutions passed should be filed.
MGT-14 (Filing of resolution with MCA)
Companies Act, 2013
One Time compliances
Registration of Entities for undertaking CSR activities – Trust/ Society/ Section 8 Company need to file before Acceptance of Donation as CSR w.e.f. 01st April 2021.
E-Form CSR-1
Companies Act, 2013
Annual Compliance (file on or after 01.04.2023)
Last date for filing DIR-3 KYC for Financial year 2022-23 is 30th September, 2023. For Every DIN / DPIN Holders.Penalty after due date is Rs. 5000/-(one time)
DIR – 3 KYC / DIR 3 Web- KYC
Companies Act, 2013
Within 60 (sixty) days from the conclusion of each half year.
Reconciliation of Share Capital Audit Report (Half-yearly) Pursuant to sub-rule Rule 9A (8) of Companies (Prospectus and Allotment of Securities) Rules, 2014
E-Form PAS – 6(please file with penalty after due date)
Companies Act, 2013
30th June, 2022 Extended till 31.07.2023
Every company must file DPT 3 for outstanding loans annually. The Companies (Acceptance of Deposits) Amendment Rules, 2019.
E-Form DPT – 3
Companies Act, 2013
within a period of 60 days after the holding of AGM
IEPF Authority (Accounting, Audit, Transfer and Refund) Second Amendment Rules, 2019 Statement of unclaimed and unpaid amounts. This e-form shall be filed within a period of 60 days after the holding of AGM or the date on which it should have been held as per the provisions of section 96 of the Act, whichever is earlier.
IEPF -2
Important Updates – August, 2023
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Particulars of the Circulars
Link
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Condonation of delay in filing of Form-3, Form-4 and Form-11 – FAQs
Condonation of delay in filing of Form-3, Form-4 and be Form-11 under section 67 of Limited Liability Partnership Act, 2008 read with section 460 of the Companies Act, 2013 | 807 KB
1,086 requests of ICSI and 184 requests of ICAI for Merger/Deactivation of User ids have been executed in system. Professionals are requested to contact the respective Institutes for Merger/Deactivation/Degradation of their MCA User ids.
Stakeholders are informed that Beta Version of View Public Documents [VPD] service in V3 shall be launched on 16th August 2023 for V3 documents (only for Testing purposes between 7:00 pm to 10:00 pm daily). Existing V2 VPD Service shall remain available for the stakeholders.
Approval of Resolution Plan – Swati Health and Education Services Private Limited [IA. No. 6324-ND-2022 & IA. No. 2551-ND-2023 in Company Petition No. (IB)- 1035(PB)-2020]
Government launches a one-time settlement Scheme Vivad se Vishwas – II (Contractual Disputes) to effectively settle pending contractual disputes, as announced in the Union Budget 2023-24
The progress of Aadhaar-based Payment System (ABPS) has been reviewed and the mixed route of wage payment (NACH and ABPS route) has been extended till 31st December 2023 or till further order
The Legal Metrology (Packaged Commodities) Amendment (Amendment) Rules, 2023
The Ministry of Consumer Affairs, Food and Public Distribution has released the Legal Metrology (Packaged Commodities) Amendment (Amendment) Rules, 2023 to amend the Legal Metrology (Packaged Commodities) Rules, 2011.
Central Government has extended the Due Date for the implementation date of Unit Sale Price declaration till 30.09.2023 (earlier due date was 01.09.2023).
A packaged commodity of less than one kg quantity should have ‘unit sale price’ per gram along with the total MRP of the product (subject to Legal Metrology provisions related to exemption). Earlier applicable due date was 01.10.2022 then 01.12.2022 then 01.01.2023, then 01.02.2023 then -1.04.2023 and then 01.06.2023 then 01.07.2023, and then 01.09.2023. But now it is effective from 01st day of October, 2023.
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.).
Introduction: The Ministry of Corporate Affairs (MCA) recently took a stringent step against a non-compliance issue that many companies often overlook. Shri Lal Mahal Infrastructure Private Limited faced penalties for not mentioning their Corporate Identity Number (CIN) on their board report and Annual General Meeting (AGM) notice. But what does this mean for other companies and what are the consequences? Let’s delve into the details.
Background of the Case: The Registrar of Companies, under the aegis of the Ministry of Corporate Affairs, flagged a violation by the company, Shri Lal Mahal Infrastructure Private Limited. The company omitted its CIN on both its board report and AGM notice for the financial years 2014-15 and 2015-16.
The Corporate Identity Number (CIN) is a unique identification number assigned to every company registered under the Companies Act in India. It’s crucial for:
Legal identification of the company.
Ensuring transparency in communications and documentation.
The Legal Provisions Involved: As per Section 12(3)(c) of the Companies Act, 2013, every company must include its name, registered office address, and CIN along with contact details on all its business letters, billheads, letter papers, notices, and official publications.
Analysis of the Penalty: The company failed to reply to the Show Cause Notice issued by the MCA. As a consequence, MCA concluded that there were violations on four occasions:
1. The board report for FY 2014-15.
2. AGM notice for FY 2014-15.
3. The board report for FY 2015-16.
This order by MCA serves as a wake-up call for many companies. It emphasizes:
The potential financial consequences of overlooking such mandatory details.
The onus on company directors, who can be held personally accountable.
The company and its directors are now required to rectify their omission and a ensure that such an oversight does not recur. They also have the option to appeal against the order within a prescribed time frame.
Conclusion: MCA’s action against Shri Lal Mahal Infrastructure Private Limited is a clear message to all registered companies about the importance of compliance witha even the seemingly minor provisions of the Companies Act. Companies and their directors must be meticulous in theira documentation to avoid potential penalties and reputational risks.
Order
Government of India
Ministry of Corporate Affairs,
Office of Registrar of Companies,
NCT of Delhi & Haryana
4th Floor, IFCI Tower, 61, Nehru Place,
New Delhi -110019
Order No. ROC/2023/Shri Lal Mahal/Penalty Order/3252-3255 Dated::
21/8/2023
Adjudication Order for Penalty under Section 454(3) of the Companies Act, 2013 Read with Rule 3 of Companies (Adjudication of Penalties) Rules, 2014 for Violation of Section 12(3)(c) of the Companies Act, 2013 in the Matter of Shria Lal Mahal Infrastructure Private Limited CIN U45200DL2006PTC156095
LIMITED [herein after known as Company] is an registered company with this office undera the provisions of Companies Act, 2013/ 1956 (or previous Acts in force, as applicable) having its registered address at B-16 BhagwanDass Nagar, East Punjabi Bagh, New Delhi-110028 as per the MCA website. The financial Et other details of the subject company for immediately preceding F.Y. as available on MCA-21 portal is stated as under: –
Facts about the Case:
Whereas direction was received from RD(NR) to initiate action u/s 12 of the Companies Act, 2013 in pursuance to the violation as pointed out by the Inspection officer (1.0) in his / her report submitted under section 206 of the Companies Act, 2013. During inspection, the 1.0. observed that company had not affixed its CIN Number on board report and on Notice for AGM for the financial year ended on 31.03.2015 a 31.03.2016 filed vide e-form A0c-4 having SRN Q60022985 a G20319562 respectively which appears to be in contravention of section 12(3)(c) of the Companies ACt,2013 (hereinafter referred as “Act”)
Whereas a Show Cause Notice (SCN) was issued by this office to the company and its officers in default on 21.02.2023, through e mail and through speed post. As per postal tracking, SCN was delivered to the company however it remained undelivered to the directors. However, in response to SCN no reply has been received in this office till date.
The relevant provisions of Sections 12 are
reproduced as under:
Section 12(1) – A company shall, on and froma the fifteenth day of its incorporation and at all times, thereafter, have a registered office capable of receiving and acknowledging all communications and notice as may be addressed to it..
XXXX
Section 12(2) The company shall furnish to the Registrar verification of its registered office within a period of thirty days of its incorporation in such manner as may be prescribed.
XXXX
Section 12(3) Every company shall
(a) paint or affix its name, and the address of its registered office, and keep the same painted or affixed, on the outside of every office or place in which its business is carried on, in a conspicuous position, in legible letters, and if the characters employed therefor are not those of the language or of one of the languages in general use in that locality, also in the characters of that language or of one of those languages;
(b) have its name engraved in legible characters on its seal, if any;
(c) get its name, address of its registered office and the Corporate Identity Number along with telephone number, fax number, if any, e-mail and website addresses, if any,. printed in all its business letters, billheads, letter papers and in all its notices and other a official publications; and
(d) have its name printed on hundies, promissory notes, bills of exchange and such other documents as may be prescribed:
Provided that where a company has changed its name or names during the last two years, it shall paint or affix or print, as the case may be, along with its name, the former name or names. so changed during the last two years as required under clauses (a) and (c):.
Provided further that the words “One Person Company” shall be mentioned in brackets below the name of such company, wherever its name is printed, affixed or engraved.
XXXX
Section 12(4) – Notice of every change of the situation of the registered office, verified in the manner prescribed, after the date of incorporation of the company, shall be given to the Registrar within fifteen days of the change, who shall record the same.
XXXX
Section 12(8) – If any default is made in
complying with the requirements of this section, the company and every officer who is in default shall be liable to a penalty of one thousand rupees for every day during which the default continues but not exceeding one lakha rupees.
ADJUDICATION OF PENALTY: –
In the present case as no reply from the Company has been received against the SCNa and as per the records available, it is clear that company has violated section 12(3)(c) of the Act, by not mentioning CIN on Board report as well as Notice for AGM for FY 2014-15 and FY 2015-16, i.e. violations is on four occasions.
In terms of para 2 of this order, the company satisfies the requirement of a small company U/s 2(85) of the Act, and accordingly the penalty as provided under sub section (8) of Section 12 r/w Section 446B of the Act is reduced to half on the company and the two directors. The following is the calculation of Penalty:
The notices shall pay the said amount of penalty as mentioned in column D above through online mode by using the website mca.gov.in (Misc. head) in favor of “Pay a Accounts Officer, Ministry of Corporate Affairs, New Delhi, payable at Delhi, within 90 days of receipt of this order, ad intimate this office with proof of penalty paid. In case of the above-mentioned officers in default, penalty is required to be paid from their own fund.
The company and its directors are hereby directed to rectify the default immediately on the date of receipt of copy of this order anda file a e-form to record / register the details of the new registered office of the Company.
Appeal against this order may be filed with the Regional Director (NR), Ministry of Corporate Affairs, B-2 Wing, 2″cl Floor, Paryavaran Bhawan, CGO Complex, Lodhi Road, New Delhi-110003 within a period of sixty days from the date of receipt of this order, in Form ADJ [available on Ministry website mca.gov.in] setting forth the grounds of appeal and shall be accompanied by a certified copy of the order. [Section 454(5) Eta 454(6) of the Act read with Companies (Adjudicating of Penalties) Rules, 2014].
Your attention is also invited to section 454(8) of the Act in the event of non-payment of penalty within the prescribed time limit.
In terms of the provisions of sub-rule (9) of Rule 3 of Companies (Adjudication of Penalties) Rules, 2014 as amended by companies (Adjudication of Penalties) Amendment Rules, 2019, copy of this order is being sent Company and its officer in default and also to Office of the Regional Director (Northern Region), Ministry of Corporate Affairs at New Delhi.
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.
Ministry of Corporate Affairs (MCA) has released Offline Payment FAQs for MCA V3 platform. As we all know that there are number of technical issues at MCA V3 portal. Users of the website are not able to access the filings after November 2022.
Please download the kit related to Offline Payment process:
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.
मेरे अनेक वरिष्ठ मित्र भौतिक शेयरों को लेकर काफी परेशान हैं हालाँकि सेबी ने निवेशकों के हितार्थ नियमों में कुछ संशोधन किये हैं लेकिन अभी भी जो अतिआवश्यक संशोधन चाहिये उसी पर समस्या को बताते हुये निदान हेतु कुछ सुझाव सुझा रहा हूँ । उन सभी वरिष्ठ मित्रों का यह मानना है कि मोदीजी हिन्दी में वार्तालाप ही नहीं करते बल्कि अपने सम्बोधन में भी हिन्दी भाषा को प्रमुखता देते हैं। इसके अलावा यह सर्वविदित है कि मोदीजी एक संवेदनशील व्यक्ति हैं और आम जनता को राहत प्रदान करने में वे हमेशा आगे रहते हैं ।उनकी बदौलत ही स्व-सत्यापित दस्तावेजों को सभी जगह स्वीकार किया जा रहा है। अतः अब उपरोक्त समस्या भी मोदीजी के ध्यान में लाये जाने की आवश्यकता है तभी हमें कुछ राहत मिल पायेगी।
उपरोक्त तथ्यों को ही आधार बना मित्रों ने मुझसे आग्रह किया कि सबसे पहले हम सब भौतिक शेयरों से सम्बन्धित पीड़ा को हिन्दी में विस्तार से वर्णित कर उन सुझाओं के साथ जो हमें राहत प्रदान कर सकते हैं, प्रकाशित हेतु भेजूं । इसके बाद हम सभी अपने अपने स्तर पर हिन्दी में व्यक्त की गयी पीड़ा को प्रधानमन्त्रीजी तक प्रेषित करने की चेष्टा करें। हम सभी केवल डीमेट के पक्ष में ही नहीं हैं बल्कि चाहते हैं कि सारे भौतिक शेयर डीमेट में परिवर्तित हो जाए। इसके लिये भारतीय प्रतिभूति और विनिमय बोर्ड ( सेबी ) एवं कारपोरेट कार्य मन्त्रालय [MCA] अधिकारियों से निवेदन है कि वे व्यवहारिक तथ्यों पर गौर ही नहीं अपितु निदान की ब्यवस्था करें अन्यथा वरिष्ठों की निवेशित पूँजी वो अपने आवश्यकता पडने पर जीवनकाल में कभी भी उपयोग कर नहीं पायेंगे । हमें पिछले हर समय पर हमारे राजनीतिक/आर्थिक/ स्टॉक एक्सचेंज विशेषज्ञों ने सब समय यही समझाया की शेयरों में निवेश न केवल अच्छा रिटर्न देगा बल्कि राष्ट्र निर्माण में मदद करेगा। उनकी सलाह को ध्यान में रख हम पिछले ५० /६० साल से शेयरों में निवेश कर रहे हैं यानि समय समय पर अपनी अपनी कमाई अनुसार टैक्स चुकाने के बाद जो भी बचत कर पाये उसे शेयरों में लगाया और कभी भी जमीन/सोना/ बैंक सावधि जमा की तरफ ध्यान ही नहीं दिया। हम भविष्य को ध्यान में रखते हुए साथ ही साथ सुरक्षा उद्देश्य के मद्देनजर अपने जीवनसाथी, बेटे, बेटी (जैसा भी मामला हो) के अलावा किसी भी परिवार के सदस्य के साथ संयुक्त नामों में शेयरों को रखा। इसलिये इस आलेख का एकमात्र उद्देश्य भौतिक शेयरों के हस्तांतरण [Transfer] प्रतिबंध में कुछ छूट की क्यों आवश्यकता है वाले तथ्य की सही स्थिति से अधिकारियों को अवगत कराना है। और साथ में यह भी आग्रह रहेगा कि वरिष्ठों को संयुक्त धारक से एक बार ही हस्ताक्षर की आवश्यकता रहे इसलिये संयुक्त नामों में आपस में ही ट्रांसफर की सुविधा चालू रखी जाय ताकि वरिष्ठ अपने डीमेट एकाउंट की स्टाइल में उन्हें परिवर्तित कर डीमेट करवा सकें। चूंकि कारपोरेट कार्य मन्त्रालय [MCA] एवं भारतीय प्रतिभूति और विनिमय बोर्ड ( सेबी ) दोनों ने भौतिक शेयरों के ट्रान्सफर पर पूर्णतया रोक लगा रखी है जिसके चलते छोटे वरिष्ठ शेयरधारकों की समस्या बढ गयी । इसलिये सभी को यहाँ संक्षेप में उल्लेखित तथ्यों पर गौर करने का आग्रह है ।जैसा कि आप सभी जानते हैं कि असूचीबद्ध कंपनियों से संबंधित भौतिक शेयर भी हैं, जो कारपोरेट कार्य मन्त्रालय [MCA] द्वारा निपटाए जा रहे हैं और आश्चर्यजनक रूप से छोटे वरिष्ठ नागरिकों के पास भी ऐसे शेयर हैं जो उन्हें सार्वजनिक निर्गम के मार्फत मिले जो एक बार लिस्टेड होकर नियमों का फायदा उठा सूचीबद्धता से बाहर कर लिये गये और वे ही आज वरिष्ठों की समस्या का कारण है। इन सबके चलते आज भी अधिकांश वरिष्ठों के पास अच्छी खासी तादाद में भौतिक शेयर मिल जायेंगे। सभी वरिष्ठ छोटे शेयरधारक अपने शेयर डीमेट कराना चाहते हैं लेकिन वे ऐसा चाहकर भी अपनी अपनी समस्याओं के चलते नहीं कर पा रहे हैं । यदि भारतीय प्रतिभूति और विनिमय बोर्ड ( सेबी ) व कारपोरेट कार्य मन्त्रालय [MCA] उनकी समस्याओं पर ध्यान दे लेंगे तब डीमेट प्रक्रिया अवश्य ही गति पकड लेगी ।
अब पहले उनकी कुछ प्रमुख समस्याओं पर गौर कर लें – –
1) छोटे वरिष्ठ निवेशकों के पास हर समय स्थान परिवर्तन के कारण कम्पनियों के बारे में सही जानकारी का हमेशा ही अभाव रहा है –
क] जिनकी नौकरी ट्रान्सफर होती रहती है उनके शेयर कहीं बच्चों के पास पड़े हैं तो कहीं गाँव वाले घर में पड़े हैं इन सबके चलते डाक अस्त ब्यस्त होती है जिसके चलते सही जानकारी मिल नहीं पाती|
ख] उसके अलावा काफी कम्पनियाँ नाम बदल लिया तो कुछ दुसरे में मिल [merge ] गयीं|
ग] इसके अलावा शेयर के मूल्य में बदलाव भी तकलीफ दे रहा है|
घ] कम्पनियाँ के पते भी बदल गए या रजिस्ट्रार बदल गए|
च] बहुत सी कम्पनियाँ बिक भी गयीं तो कुछ प्राइवेट में परिवर्तित हो गयीं|
छ] संयुक्त नाम वाले बेटे / बेटी साथ में नहीं रहते यानि सब अलग अलग हैं ।
2) पति-पत्नी के संयुक्त नाम में शेयर हैं। किसी भी कारणों से दोनों अलग अलग रह रहे हैं यानि तलाक भी नहीं लिया है और आपसी सारे रिश्ते स्थगित हैं । 3) अपने पुत्र / पुत्री के साथ संयुक्त नाम से शेयर हैं और पुत्र / पुत्री पढ़ने विदेश गये सो लौट ही नहीं रहे हैं या शादी होने के बाद विदेश गये और वापस लौटना कब होगा अनिश्चित है। 4) पिता / माता की मृत्यु पश्चात बच्चों के संयुक्त नाम में शेयर पर उनके आपसी असहनशीलता के चलते समस्या हो रही है। 5) कुछ ऐसे शेयर भी हैं जिनको डीमेट करवायें तो DP जो चार्जेज लेगा वो उन शेयरोंं को बाजार भाव से ज्यादा बैठता है तब इस हालत में बेचने के समय नुकसान उठाना पडेगा।
इसके अलावा यदि निवेशित रकम को डीमेट चार्जेज से जोडे दें तो नुकसान ज्यादा हो जायेगा ।6) ऐसी काफी कम्पनियाँ हैं जो शेयर बाजार अर्थात स्टॉक एक्सचेंज में सूचीबद्ध होकर असूचीबद्ध हो गयी जिसके चलते छोटे वरिष्ठ शेयरधारक परेशानी झेल रहे हैं जिसका निवारण कारपोरेट कार्य मन्त्रालय [MCA] को करना चाहिये अन्यथा छोटे वरिष्ठ शेयरधारक इस तरह की परेशानियों से ऊबर ही नहीं पायेंगे। 7) असूचीबद्ध [ Unlisted ] कम्पनियों के तो पते मिलना ही एक विकराल समस्या है उसके बाद यदि शेयर किसी भी कार्य वास्ते जमा दे दें तो संभवतः वापस आयेगा ही नहीं और कडे तगादे से वापस मिल भी जाय तो आधा अधुरा ही काम किया परिलक्षित होगा। 8) ऐसी अनेकों कंपनियां हैं जिन्होंने सेबी के कड़े निर्देश के बाद डीमैट प्रक्रिया शुरू की यानी इससे पहले उनके शेयर डीमैट प्लेटफॉर्म पर थे ही नहीं ।अर्थात
अनेकों कम्पनियों ने अब जाकर यानि कुछ समय पहले ही ISIN No.प्राप्त किये हैं और डीमेट प्रोसेस शुरू किया है।9) अनेक कम्पनी एक ही डिपॉजिटोरी से सम्बन्धित है जिसका मतलब यदि डीमेट अकाउंट उसी डिपॉजिटोरी से सम्बन्धित है तब तो ठीक अन्यथा डीमेट सम्भव नहीं हो पाता है ।
ऊपर उल्लेखित कारणों के चलते शेयर बाजार में निवेश करने वाले लाखों निवेशकों के पास अभी भी भौतिक रूप [ फिजिकल फॉर्म ] में ही कंपनियों के शेयर पड़े हैं। समाचार पत्रों [ समय समय पर जो पढने मिला ] अनुसार इस समय देश में करीब 2.70 लाख करोड़ रुपये के शेयर भौतिक रूप में हैं| इसलिये सरकार को पहले बुनियादी समस्याओं को हल करना चाहिये अन्यथा कड़ी मेहनत से किया गया निवेश शून्य में परिवर्तित हो जायेगा जिसके चलते ईमानदार छोटे वरिष्ठ शेयर निवेशक इसको अपने प्रति विश्वासघात के रूप में लेंगे।
समस्याओं के निदान हेतु कुछ सुझाव —
A] पहले नाम यानि जिसका नाम प्रथम हो उसे संयुक्त नामों में रखे गए भौतिक शेयरों को अपने नाम में डीमैट की अनुमति दी जाय भले ही उसके लिये किसी भी प्रकार का फॉर्म भरवा लिया जाय या सादे कागज पर ऐफिडेविट ले लें।
B] कारपोरेट कार्य मन्त्रालय [MCA] के साथ ही भारतीय प्रतिभूति और विनिमय बोर्ड ( सेबी ) के वेब में सभी कम्पनियों का नाम होना चाहिए यानि जिस नाम से सबसे पहले कम्पनी सूचीबद्ध हुयी उसी से शुरू हो | फिर उसमेंं हर प्रकार के बदलाब का भी पूरा पूरा उल्लेख हो ताकि निवेशक को बिना ज्यादा दिक्कत के जिस तरह भी ढूंढे उसे सही जानकारी मिल जाय |
C] जो शेयर खो गये हैं उसके लिये प्रक्रिया में ढील दी जाय यानि
अ) ऐफिडेविट प्रक्रिया सादे कागज पर मान्य कर दी जाय जबकि इन्डेमनिटी किसी भी मूल्य के उपलब्ध स्टाम्प पेपर पर । सभी का यह मानना है कि 10/- के स्टाम्प पेपर पर वाले की मान्यता / बाध्यता उतनी ही होती है जितनी की 500/- वाले स्टाम्प पेपर पर किये गये की ।
ब) प्रथम सूचना रिपोर्ट की आवश्यकता हटा दी जाय यानि सम्बंधित थाने में रजिस्ट्री से सूचना भेजी उसकी स्वहस्ताक्षरित कापी के साथ रजिस्ट्री की रसीद लेलें।
स) विज्ञापन करने का दायित्व व खर्चा कम्पनीयों पर ही होना चाहिये यानि कम्पनीयाँ चाहें तो नज़रअंदाज़ भी कर सकें और इस तरह के शेयर भौतिक रूप में जारी ही न किये जाँय बल्कि एक म्यूचूअल फंड की तरह होल्डिंग पत्र जारी कर दे । और होल्डिंग पत्र के अन्त में डीमेट में जमा देने हेतु कॉलम हो जिसे आवश्यकता पड़ने पर [कालान्तर में] हस्ताक्षर कर डीमेट करवाया जा सके।
द] वरिष्ठों के हस्ताक्षर वाली समस्या का निदान कुछ हद तक किया गया है लेकिन अभी भी स्पष्ट दिशा निर्देश जारी करने की आवश्यकता है क्योंकि लम्बा समय बाद ढलती उम्र में हस्ताक्षर में फर्क आयेगा ही लेकिन हर हालात में शैली, ढ़ंग, प्रवाह और भाषा तो मिलेगी ही।
ई] छोटे वरिष्ठ शेयरधारकों को अपने संयुक्त धारक से एक बार हस्ताक्षर लेना पडे यानि बार बार हस्ताक्षर की आवश्यकता नहीं पडे ताकि वह आसानी से डीमेट प्रक्रिया पूरी कर सके। आवश्यक हो तो इस प्रक्रिया के लिये एक उचित फॉर्मेट तैयार कर सभी को मानने के लिए आदेशात्मक सूचना जारी कर दे।D] बहुत से शेयर केवल सी डी एस एल पर ही डीमेट हो सकते हैं।उसी प्रकार कुछ ऐसे भी शेयर होते हैं जो केवल एन एस डी एल पर ही डीमेट हो सकते हैं । आवश्यक डीमेट के चलते सभी शेयर निवेशकों का किसी एक डिपाजिटरी में तो खाता होना अनिवार्य है जो होता भी है। इसलिये छोटे कम मुल्य वाले शेयरों को डीमेट करवाने में अतिरिक्त सालाना खर्चे के चलते डीमेट करवाना बुद्धिमत्ता नहीं । हालांकि सेबी ने एक बेसिक सर्विसेज डीमेट खाता की सुविधा चालू कर रखी है लेकिन उदाहरण के तौर पर यदि किसी का एन एस डी एल में डीमेट खाता है तब सी डी एस एल में बेसिक सर्विसेज डीमेट खाता खुल नहीं सकता।यह नियम भी छोटे कम मुल्य वाले शेयरों को डीमेट करवाने में बाधक है। इस नियम में भी संशोधन अतिआवश्यक है ताकि एन एस डी एल में डीमेट खाता है तो भी सी डी एस एल में बेसिक सर्विसेज डीमेट खाता खुल जाय अथवा जैसा ऊपर उल्लेख किया गया है निवेशकों को भौतिक शेयरों के बदले एक म्यूचूअल फंड की तरह होल्डिंग पत्र जारी कर दे अर्थात जब भी निवेशक चाहे उस होल्डिंग पत्र पर हस्ताक्षर कर डीमेट करवा ले। इसी तरह पता संशोधन हो, बैंक खाता संशोधन या नामांकित [ नॉमिनी ] बदलना हो तो उस होल्डिंग पत्र पर हस्ताक्षर कर नया संशोधित होल्डिंग पत्र जारी हो जाय ताकि बाजार से भौतिक शेयरों का सफाया सुगमता से होता रहे ।
सरकार/ सेबी/ स्टॉक एक्सचेंज उपरोक्त उल्लेखित सभी प्रकार की समस्याओं को दूर कर सकते हैं जैसे अभी दो तीन साल पहले ही इन्कमटैक्स विभाग ने रिटर्न में असूचीबद्ध कम्पनियों का पैन [ PAN ] नंबर के साथ सूची की अनिवार्यता की लेकिन जब उन्हे यह बताया / समझाया गया कि वाणीज्यिक विभाग के साइट पर भी यह उपलब्ध नहीं है तब इसमें छूट दे राहत प्रदान की।
कृपया ध्यान रखें छोटे वरिष्ठ शेयरधारकों के पास सभी नियमोंं का पालन करने के लिए इतनी ऊर्जा नहीं है और हर कदम पर खर्चों के अलावा बार-बार यात्रा की आवश्यकता होती है [कृपया ध्यान दें कि जो लोग प्राइवेट फर्मों से सेवानिवृत्त हुए हैं उनको पेंशन नहीं है इसलिए उनके पास आय का बहुत कम स्रोत है]|
इसी तरह और भी समस्यायें हैं उदाहरणार्थ किसी कारण से सात साल यदि डिवीडेंड का या तो पता नहीं चला या डिवीडेंड जमा नहीं कराया तो डिवीडेंड रकम के साथ साथ भौतिक शेयर भी सेबी [ विनिधानकर्ता (निवेशक) संरक्षण और शिक्षण निधि [ IEPF ] में सरकार के खाते में जमा हो जाता है भले ही आपके अपने नाम वाले शेयर भौतिक अवस्था में आपके पास रखे हों। सेबी विनिधानकर्ता (निवेशक) संरक्षण और शिक्षण निधि [ IEPF ]से क्लेम प्रक्रिया को सरल बनाया जाना अतिआवश्यक है अन्यथा छोटे वरिष्ठ निवेशक तो आज वाली जटिल प्रक्रिया पूरो कर ही नहीं पाते हैं। याद रखें हर समस्या का प्रयासरत रहने से हल निकलता ही है और जब भी समस्या हल होगी वरिष्ठ छोटे निवेशक उसे डीमेट उद्देश्य हेतु कम्पनी के पास आयेंगे तब कम्पनी उस पर उचित कार्यवाही कर उसका डीमेट खाते में सीधे क्रेडिट दे देगी। लेकिन इसके लिए भारतीय प्रतिभूति और विनिमय बोर्ड ( सेबी ) एवं कारपोरेट कार्य मन्त्रालय [MCA] दोनों ही यदि डीमेट की जिम्मेदारी कम्पनियों पर डाल दें अर्थात जो भी शेयर ट्रान्सफर / ट्रान्समिशन / ट्रान्सपोजिसन के लिये आये तो उन पर कार्यवाही पश्चात डीमेट खाते में ही क्रेडिट दिया जाय तो निश्चित ही बहुत कम समय में काफी संख्या में भौतिक शेयरों से मुक्ती मिल जायेगी या फिर
उपरोक्त वर्णित सुझाव अनुसार निवेशकों को भौतिक शेयरों के बदले एक म्यूचूअल फंड की तरह होल्डिंग पत्र जारी कर दे अथवा डीमेट में परिवर्तन हेतु नियेमों में कुछ उचित रियायत दे तो डीमेट प्रक्रिया अवश्य ही गति पकड लेगी ।
सभी सम्बन्धित अधिकारियों को यह समझना चाहिये कि छोटे वरिष्ठ निवेशक डीमेट कराने की चाहत रखते हुए भी लाचार हैं और समस्याओं का उचित समाधान ही सम्पूर्ण लक्ष्य प्राप्त करवा देगा और इसी उद्देश्य के लिये मैंने ऐसा तरीका सुझाया है जिससे कम समय में ही लक्ष्य प्राप्त कर पायेंगे क्योंकि जो भी भौतिक शेयर कम्पनी के पास आयेगा उसे लौटाना तो है ही नहीं बल्कि एक म्यूचूअल फंड की तरह होल्डिंग पत्र जारी कर देना है । और होल्डिंग पत्र के अन्त में डीमेट में जमा देने हेतु कॉलम हो जिसे कालान्तर में हस्ताक्षर कर डीमेट करवाया जा सके।उपरोक्त वर्णित सभी बिदुओं की ठीक तरीके से विवेचना की आवश्यकता है इस पर सभी अधिकारियों को गहन चिंतन अवश्य करना चाहिये, ऐसा मेरा मानना है।
आशा है कि सरकार उपरोक्त सभी तथ्यों की बारीकी से विवेचना कर सही कदम उठा छोटे वरिष्ठ शेयरधारकों के हितों की रक्षा में अपना योगदान अवश्य देगी । मैंने कई साधनों के द्वारा (जैसे- ईमेल, ट्वीटर इत्यादि )अपनी बात भारतीय प्रतिभूति और विनिमय बोर्ड ( सेबी ) एवं MCA को पहुँँचाने का प्रयास किया है। जैसा ऊपर भी उल्लेख किया गया है अर्थात हम सबका दृढ़ विश्वास है मोदीजी एक संवेदनशील व्यक्ति हैं और आम जनता को राहत प्रदान करने में वे हमेशा आगे रहते हैं ।जिसका ज्वलंत उदाहरण है स्व-सत्यापित दस्तावेजों को सभी जगह स्वीकारा जाता जो केवल मात्रउनकी बदौलत ही सम्भव हुआ है। इसी कारण से उपरोक्त समस्या भी मोदीजी के ध्यान में लाए जाने कि आवश्यकता महसूस हो रही है।
Author:गोवर्धन दास बिन्नाणी ‘राजा बाबू’ जय नारायण व्यास काॅलोनी, बीकानेर
Ministry of corporate affairs has simplified the process for corporate reporting, eliminating the need for approval by Registrars of Companies (RoCs) in most cases and allowing companies to fulfil their reporting obligations with an online acknowledgement, two people informed about the development said.
The new system, called “file and forget” by policy makers, is part of the government’s ongoing revamp of the statutory filing website, MCA21, one of the two people cited above said, requesting anonymity. Companies can now fulfil most of their statutory filing obligations with an online acknowledgement, equivalent to approval by RoCs.
Of the nearly 100 forms that companies need to file as part of compliance requirements under the Companies Act on various transactions and filing obligations linked to statutory requirements, 56 have been migrated to a new web-based version in January, and an additional 30 web-based forms will be launched soon.
“Among these, the majority of the critical ones, such as allotment of securities or shares, are now out of RoC approval requirement. Online acknowledgement is enough, and they are taken on record under an auto-approval process. Earlier, barring a few, most forms filed by companies used to go to RoCs for their approval,” said the first person cited above.
The ministry is also setting up a centralized processing centre for corporate filings under the Companies Act, similar to the income tax department’s centralized processing centre in Bengaluru.
An email sent to the ministry of corporate affairs on Friday seeking comments for the story remained unanswered at the time of publishing.
The move to drop a layer of regulatory control is part of the government’s idea of having “minimum government and maximum governance”. A key factor that helped in this is the use of know-your-customer (KYC) requirements under the new filing system, which identifies one login credential in the ministry’s portal with one individual’s email address and identity provided by either permanent account number (PAN) issued by the income tax department, director identification number issued by the ministry or the professional identification issued by professional institutes.
The new system, with improved security features and two-factor authentication for incorporation of companies and other filings, disallows multiple login credentials to be maintained by an individual. This has inconvenienced some professionals and prompted finance and corporate affairs minister Nirmala Sitharaman last week to set up a special team to address grievances and monitor issues daily.
The second person cited above, who is informed about the working of the website, said that filings have now stabilized, and the number of filings this fiscal is at levels comparable with that of the previous year or better. In certain filings, like the reservation of names of companies, FY23 figures are better than the figures in the previous year despite the transition.
Changes in the authentication process for making statutory filings will help check attempts to form shell companies with dummy directors, the second person said, also requesting anonymity. “Web forms ensure real-time validation of data keyed in by matching them with the MCA database. If something is wrong, you cannot proceed,” the person said.
The required documents for Strike Off Company vary depending on the jurisdiction, but some of the common documents include:
Strike off application form: A form that is submitted to the relevant government authority to initiate the strike off process.
Proof of cessation of business: Evidence that the company has ceased trading and is no longer in operation. This may include a statement from the directors or proof of disposal of assets.
Proof of no outstanding liabilities: Evidence that the company has no outstanding debts, taxes, or other liabilities. This may include a statement from the directors or a declaration that the company has no creditors.
Proof of no ongoing legal proceedings: Evidence that the company is not involved in any ongoing legal proceedings. This may include a statement from the directors or a letter from a solicitor.
Certificate of Incorporation: A document issued by the relevant government authority that confirms the formation of the company.
Memorandum and Articles of Association: The company’s constitution, which sets out the rules and regulations governing the company.
Annual returns: Completed and up-to-date annual returns for the company.
These are some of the common documents required for striking off a company. The exact requirements may vary depending on the jurisdiction, so it is important to check the specific requirements for your jurisdiction before submitting any documents. A professional strike off company service can assist you with the preparation of these documents and ensure that everything is completed correctly.
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Newsletter Contents: SEBI Updates, MCA Updates, RBI Updates, IBC Updates, Labour Law Updates, Press Information, IPO & Investment updates, IRDAI Updates, Department of Telecommunications, MSME Updates, Competition Commission of India, Current Affairs – FAQ’s
SEBI Updates:
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Particulars
Link
1
Consultation paper on Regulatory Framework for Index Provider
Informal Guidance Letter to Karun Carpets Pvt. Ltd. in relation to Scheme of Amalgamation of promoter company of Greaves Cotton Ltd under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
Limited relaxation – dispatch of physical copies of financial statements etc. – Regulation 58 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Monitoring and Periodical reporting of the compliance with the requirements pertaining to ‘Security and Covenant Monitoring’ system hosted by Depositories
Extension of timelines for entering and verification of the details of the existing outstanding non-convertible securities in the ‘Security and Covenant Monitoring’ system hosted by Depositories
Insolvency Professional to act as Interim Resolution Professionals, Liquidators, Resolution Professionals and Bankruptcy Trustees (Recommendation) (Second) Guidelines, 2022
Circular – Proforma for reporting liquidator’s decision(s) different from the advice of Stakeholders’ Consultation Committee (SCC) under proviso to sub-regulation (10) of regulation 31A of IBBI (Liquidation Process) Regulations, 2016
Final Panel of IPs prepared in accordance with ‘Insolvency Professionals to act as Interim Resolution Professionals, Liquidators, Resolution Professionals and Bankruptcy Trustees (Recommendation) (Second) Guidelines, 2022’ for the period from January 1, 2023 to June 30, 2023
1. Sebi returns OYO’s draft IPO papers, asks to refile with certain updates
The Securities and Exchange Board of India (SEBI) has asked Oravel Stays Ltd, the parent company of travel-tech firm OYO, to refile the draft IPO papers with certain updates. The capital markets regulator returned the travel-tech firm’s draft red herring prospectus (DRHP) on 30 December last year and has asked the company to refile it with applicable updates/ revisions, as per an update with Sebi’s website today.
This is expected to delay OYO’s initial public offering (IPO). OYO was targetting an early 2023 offering if market and economic conditions allow. The Gurugram-based hospitality unicorn filed preliminary documents with Sebi in September 2021 for a ₹8,430 crore IPO.
Earlier, the firm had filed an addendum to its DRHP, which included its financials for the first half of FY23. It reported a profit of ₹63 crore for the first half of FY23 as against a loss of ₹280 crore a year ago.
The firm’s revenues in the first half (April-September) of FY23 grew 24% year-on-year to ₹2,905 crore. Apart from improving operating performance, the company has a cash corpus of ₹2,785 crore, the filing to Sebi showed.
2. Why SME IPOs are emerging as top fund-raising platform for promoters
As the world is witnessing a slow turnaround towards the stabilisation of the global economy in the post covid era, the Indian economy has hit a sweet spot with the BSE SME IPO index delivering the highest-ever return in 2022. Several fund-raising options are emerging in India, and the local companies gearing up to raise funds from alternative sources to meet its financial requirements.
For a developing country such as India, Small and medium enterprises (SMEs) are the wheels that turn the economy, and SMEs contribute to one-third of India’s GDP. The SMEs have played an essential role in India’s socio-economic development and in globally developed countries such as Germany. In fact, SMEs generate 54.4% of overall value added in Germany and 63.7% of overall employment in the German non-financial business economy.
Reflecting, Indian growth story unwinds itself, the BSE SME IPO index achieving rockstar status in 2022. On the other hand, the capital market is almost stuck at the same level where it started its journey at the beginning of 2022 with the Sensex at 57,897 and closing at almost 60,910 with an annual return of 6% by the year’s end.
Almost the whole of 2022 has been quite volatile in generating returns, making it challenging for investors to choose the best option available. In contrast, an index representing India’s growth story emerged as a clear winner in generating returns. The BSE SME IPO index delivered an annual return of nearly 67% in 2022, beating all other major indices. It has a market cap of Rs 63,898 crore and 410 companies listed in this segment.
The BSE IPO index has struggled to deliver a return, while the SME IPO index delivered an astonishing return. It clearly indicates the shift of investors turning to the emerging story of India’s SME growth boom. The domestic and NRIs are finding this segment immensely attractive and putting their bet on this segment. This segment is a must-watch for investors in 2023 as well.
3. Rishabh Instruments files draft papers with Sebi to mobilise funds via IPO
Rishabh Instruments, a global energy efficiency solution company, has filed preliminary papers with markets regulator Sebi to mop-up funds through an initial public offering (IPO). The IPO comprises a fresh issue of equity shares aggregating to up to Rs 75 crore and an offer for sale (OFS) for up to 94.17 lakh equity shares by its promoter group shareholders and an existing investor, according to its draft red herring prospectus (DRHP).
Under the OFS, Asha Narendra Goliya will offload 25 lakh equity shares, Narendra Rishabh Goliya (HUF) will sell 5.17 lakh shares, Rishabh Narendra Goliya will dispose of 4 lakh shares and SACEF Holdings II will sell 60 lakh equity shares in the company. Going by the draft papers, the firm may explore a pre-IPO placement aggregating to Rs 15 crore. If such a placement is undertaken, the size of the fresh issue will be reduced.
The Nashik-based firm focused on electrical automation, metering and measurement, precision engineered products with diverse applications across industries, including power, automotive and other industrial sectors. It is one of the leading companies in terms of manufacturing and supply of low voltage current transformers and analog panel meters.
TRAI releases recommendations on ‘Spectrum Requirements of National Capital Region Transport Corporation (NCRTC) for Train Control System for RRTS Corridors’
13. Current Affairs Quiz (taken from various sources)
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Questions
Answers
1
Home Affairs Ministry and which state signed cessation of operations agreement with ZUF armed group?
Manipur
2
Mangdechhu Hydroelectric Power Project, which was see in the news, was handed over by India to which country?
Bhutan
3
The ‘National Mobile Monitoring System (NMMS)’ is an initiative of which Union Ministry?
Ministry of Rural Development
4
Which institution has been named as ‘G20 Science working group’s secretariat’?
IISc Bengaluru
5
Which Union Ministry has been approved as the nodal ministry for matters relating to online gaming?
Ministry of Electronics & IT
6
What is the name of the digital project funded by Google to map the language diversity of India?
Project Vaani
7
‘Daksh’ is the payments fraud reporting module maintained by which institution?
RBI
8
Which institution has urged stock exchanges to set up Investor Risk Reduction Access (IRRA) platform?
SEBI
9
Which Department under the ‘Ministry of Finance’ notifies changes in rates on small savings schemes?
Department of Economic Affairs
10
New Jalpaiguri, which was in the news related to Vande Bharat Express, is located in which state?
West Bengal
Top 7 Current Affairs:
Ministry of Rural Development’s Deendayal Antyodaya Yojana – National Rural Livelihoods Mission (DAY-NRLM) has launched the Prajjwala Challenge. Under the challenge, ideas are invited from individuals, Enterprises, Start ups, Private Sector, Civil Society and others to transform the rural economy.
The government has achieved the target of starting 1.5 lakh Ayushman Bharat Health and Wellness Centres across the country, as per the Union Health Minister Mansukh Mandaviya. Under Ayushman Bharat, the government had set a target of transforming existing 1.5 lakh Sub-Health Centres (SHCs) and rural and urban Primary Health Centres (PHCs) across the country as AB-HWCs by December 2022.
The ‘Dhanu Yatra’ festival, considered to be the world’s largest open-air theatre, began in the Western Odisha town of Bargarh. The ‘Dhanu Yatra’ came into existence in Bargarh in 1947-48 as part of the celebration of the country’s Independence. It is celebrated annually and episodes related to Hindu God Krishna is presented through folk art forms.
The Reserve Bank of India’s Medium-term Strategy Framework for the period 2023-2025 named ‘Utkarsh 2.0’ was launched by RBI Governor Shaktikanta Das. The first strategy framework (Utkarsh 2022) covering the period 2019-2022 was launched in July 2019. Utkarsh 2.0 retains the six Vision statements as well as Core Purpose, Values, and Mission statement of the 2022 version.
Bharat Interface for Money (BHIM) was launched on 30 December 2016 in India. The payment application was indigenously developed by National Payment Corporation of India (NPCI). The app lets users make simple and quick transactions using Unified Payments Interface (UPI). In November 2022, National Payments Corporation of India (NPCI) announced the launch of BHIM App open source license model. Recently, the sixth anniversary of BHIM app was celebrated.
India signed a ‘Comprehensive Migration and Mobility Partnership Agreement’ (MMPA) with Austria for migration and mobility of Indian students and professionals. External Affairs Minister S Jai Shankar is the first visit of an Indian foreign minister to Austria in 27 years. India had earlier signed mobility agreements with the UK, France, Germany and Finland.
The Cabinet Committee on Economic Affairs approved the proposal of the Ministry of Information and Broadcasting regarding the Central Sector Scheme ‘Broadcasting Infrastructure and Network Development’ (BIND). The BIND scheme aims to bring modernisation to the public broadcaster Prasar Bharati i.e. All India Radio (AIR) and Doordarshan (DD). The outlay of the scheme is Rs.2,540 crore for the time period up to 2025-26.
The End
Disclaimer:This write – up is prepared as a Knowledge Sharing Initiative. *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.
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.
Ministry has simplified the payment of MCA fees via NEFT (National Electronic Fund Transfer) mode. The simplified process was made public on 11.06.2012. This document details the simplified payment mode.
Process flow of payment of MCA21 fees using NEFT:
User uploads eForm, selects ‘NEFT’ as payment option, generates a SRN and a eChallan which contains the procedure for conducting the NEFT transfer.
User transfer funds to the MCA21 account via internet banking facility offered by their bank in which they hold an account. User may quote SRN in the remark column. Users should pay only via Internet banking and not via cash at branch counters. It may not be possible to link payments made through cash at branch counters.
User’s bank provides a unique transaction number (UTN) for the NEFT transfer.
Banks will inform MCA21 system in four to five working hours about the payment along with the UTN.
User logins to MCA21 and link UTN and SRN. For verification purpose, user will have to provide account number from which the transfer was carried out and the amount. If the payment has been notified to MCA21 system and the details are matching, then the linking will be successful and MCA21 will create work item for further processing.
If details of payment for the SRN are still not received from banks, an information message is displayed to user to link SRN & UTN at a later time. If details doesn’t match an error message is shown to the user.
For transactions involving stamp duty, there will be two SRNs (one for filing fee & another for stamp duty) and separate payments should be made ; both payments should be linked prior to expiry date.
If payment is not linked within specified duration (currently it is 2 days since banks report the transactions), amount will be returned to the originating account.
SRN will expire if payment doesn’t reach MCA21 on time. Hence users should transfer funds well in advance taking into consideration of bank holidays and the settlement window.
Amount can’t be divided into multiple payments. Full amount has to be transferred in single transaction for a particular SRN.
Don’t transfer a consolidated payment for multiple SRNs. Each of the SRNs should have individual payments.
For payments involving stamp duty, generate two SRNs and make two separate payments. Make both payments – MCA fee & Stamp duty fee, into the same account.
Payment should be linked within the specified duration (currently 2 days since banks report the transaction). Unlinked payments will be returned to the originating account.
FAQs:
Q: Can I pay a single consolidated payment for multiple SRNs?
Ans: No. You need to make separate payments for separate SRNs. You will not be able to link any SRNs if you make consolidated payment.
Q: I am late in filing MCA form and there will be additional fee. I don’t know the exact fee. Can I pay approximate amount and then adjust later? Ans: No. You need to pay exact amount. If the amount paid is not equal to the amount mentioned in the SRN, then you will not be able to link the SRN.
Q: I know the exact amount that needs to be paid. Can I make a pre- payment via NEFT and then link the payment later?
Ans: No. Payment Date should be on or after the SRN Date.
Q: I have to register a company (or increase authorized capital). Can I do a single payment for both SRNs?
Ans: No. You need to make separate payments for separate SRNs. You will not be able to link any SRNs if you make consolidated payment.
Q: Can payments related to LLP also be made into the same account?
Ans: Yes. Payments related to LLP also to be made into the same account.
Q: My bank allows me to pay via cash at the branch counter for NEFT payments. Can I do the same for MCA SRNs?
Ans: While you can make such payments, note that if you are not able to link, the designated banks will not be able to reverse the payments, as there is no bank account to which the reversal can be made. Hence it is recommended not to pay via cash for NEFT payments.
Q: I made a payment on 18.06.2012. But I didn’t link the payment and SRN. When will my payment be reversed?
Ans: You are given 2 days after the banks report the transaction to MCA. Considering a scenario, where you made a payment in the evening of 18.06.2012 and the bank reported on 19.06.2012, the amount would be reversed on 22.06.2012.
Q: Where will the reversal payment be made?
Ans: Reversal of the payment will be made into the account from where the payment was made.
Information about NEFT
NEFT is a nation-wide system that facilitates electronic transfer of funds from any bank branch to account holder of any other bank branch. The list of NEFT-enabled branches is available in the RBI website.
Presently, NEFT operates in hourly batches – there are eleven settlements from 9 am to 7 pm on weekdays and five settlements from 9 am to 1 pm on Saturdays.
NEFT transaction charges are available in the RBI website and are in addition to MCA21 filing fee. Further details on NEFT can be found in the RBI website (http://www.rbi.org.in/scripts/FAQView.aspx?Id=60)
FAQs V3 COMPANY FORMS (Director KYC, Charge & Deposit Forms)
1. Where should I file Company forms effective from 31st August 2022?
Set 1 forms covering 9 forms are being migrated to V3 while remaining Company forms are still in the V2 portal. This phased migration is done to enable smooth transition of the portal. Both Version2 and Version3 are now working seamlessly.
Effective from 31st August 2022, Director KYC, Charge & Deposit forms (For complete list of Set 1 forms please refer question no. 02 below) for Company are required to be filed in Version 3 post log in on the MCA21 V3 Portal and other remaining company forms will be continued to be filed in the same manner as earlier in Version 2. You can download the other company forms from <<Insert link>> and proceed with the filing of the same as per previous process.
2. What are the form IDs included in Set 1 forms?
Forms covered in Set 1 forms are:
CHG-1
CHG-4
CHG-6
CHG-8
CHG-9
DIR-3 KYC Eform
DIR-3 KYC web
DPT-3
DPT-4
3. When will Set 1 Company forms be rolled out in V3 portal?
Set 1 forms will be rolled out on 31st August 2022 on MCA21 V3 Portal and will be available post log-in.
4. What is the process of login to file Set 1 Company forms in V3?
Users must click on Sign In/Sign up and then select ‘Login for V3 filings’ as mentioned
in the below screen shot.
If you are an already existing LLP user of V3, same user id/password can be used to login for filing V3 Company forms. No need to create a fresh login id for accessing V3 Company forms.
If you are existing Business user of V2, please use the same user id/password and
click on button ‘Login for V3 filing’.
If you are existing Registered user of V2, please use the same user id/password and click on button ‘Login for V3 filings’ for the first time. Now upgrade your profile to Business user in V3 and then start filing V3 Company forms.
5. What is the process to file remaining Company forms in V2 ( Except these 9 forms)?
For remaining Company Form filing (except these 9 forms), please click on button ‘Login for V2 filing’ and use your already existing V2 credentials.
6. When will remaining Company forms be rolled out in V3?
Remaining company forms excluding Set 1 forms to the new V3 will be intimated in due course.
7. What are the “main” differences between V2 and V3?
In the V2, forms are required to be filled and uploaded in the portal while in V3 the forms are to be filled online. This enables user convenience including the ability to save a half- filled form and file it later.
Further in V2, there was only a My Workspace which had a list of notices from MCA and circulars issued by them. In V3, there is a personalised “My Application” feature which allows one to view all the forms filed by them till date along with the status of the forms
such as pending for DSC upload and Payment, Under Processing, Pay fees, Resubmission etc.
When a user logs in to V3, the login is through the email id whereas in V2 it was possible with the user id.
When a business user logs in to the MCA system, an OTP will be sent to your mobile and e mail address to ensure the authenticity of the user.
8. Who is a Business User in V3? what is the process of new user registration?
Please refer below mentioned link for FAQs on user registration
10. What are the high-level changes done in Set 1 forms in V3 as compared to V2?
All Set 1 forms excluding DIR-3 KYC web are required to be filed through Business users accounts only. Filing of the SET 1 forms through registered user account has been discontinued.
All Forms have been made Web-based.
Few attachments have been removed and the required information is either captured in machine readable format within the form itself or in the form of declaration.
Signing by IRP/RP/liquidator of Charge Forms for companies under liquidation/Under CIRP.
Automatic notification to RoC of CHG-8 form filed to RD and removal of hardship of filing the same manually / through GNL-2 form.
Functionality for online payment of cost (if imposed by RD in order made pursuant to CHG-8).
System based email and automated reply in case of CHG-1/CHG-9/CHg-4 filing is done by the charge holder (i.e., form not signed by the company or its representative).
Addition of few new charged assets under the head “Type of Charge” in CHG-1 and CHG-9 forms.
DPT-3 form filed with purpose ‘Onetime Return’ will be processed in STP mode.
DPT-4 form will be processed in STP form.
Other miscellaneous enhancements like pre-filling of data, repositioning of fields, declaration changes etc.
11. Is there any change happened in processing type or Due date of filing of Set 1 forms?
Except the changes mentioned in above FAQ, no other changes have been made in processing type or due date of filing.
12. One of my Set 1 form is under RSUB in V2 portal now. Can I resubmit the form in V3 portal once Form is made available effective from 31st August 2022?
Yes. Users will be able to resubmit the form in V3 as per the new notified form layouts. They should file the V3 webform, download the PDF and then upload in V3. Once resubmitted, form will get routed to V3 Back-office portal for processing.
13. Few of my Set 1 forms filed in V2 portal are pending for processing in V2 portal. What will happen to these SRNs post Set 1 forms roll out?
All the pending SRNs of Set 1 forms in V2 will be moved to V3 system as is and processed in V3 system.
14. Where can I access Set 1 forms on MCA portal?
Hover on ‘MCA services’, ‘Company e-Filing’ and then hover on the relevant module which is displayed in the below screenshot. Then click on the relevant form which the user desires to file.
15. Who is required to file DIR-3 KYC form?
For Financial year 2022-23 – Any person who has been allotted “Director Identification Number (DIN/DPIN)” on or before 31st March 2022 and the status of such DIN is
‘Approved’, needs to file form DIR-3 KYC to update KYC details in the system on or before 5th October 2022.
For Financial year 2021-22 onwards – Every Director who has been allotted DIN on or before the end of the financial year, and whose DIN status is ‘Approved’, would be mandatorily required to file form DIR-3 KYC before 30th September of the immediately next financial year.
After expiry of the respective due dates, system will mark all non-compliant DINs against which DIR-3 KYC form has not been filed as ‘Deactivated due to non-filing of DIR-3 KYC’.
16. Who can file eForm DIR-3 KYC?
Any DIN holder who is filing his KYC details for the first time with MCA, must file all KYC details only through eForm DIR-3 KYC. There is no option for such a person to access the web-service for his KYC.
Further, any DIN holder who wants to update any information of his KYC details must update the same through filing of eForm DIR-3 KYC only. Please note that no update in details can be made by accessing the web-service for DIR-3 KYC.
17. Who can file KYC through DIR-3 KYC web-service?
Any DIN holder who has already submitted eForm DIR-3 KYC in any of the previous financial years and who does not require update in any of his KYC details as submitted, may perform his annual KYC by accessing DIR-3 KYC web service. No fee is payable up to the due date of each financial year. After the due date, a fee of Rs.5000 shall be payable.
18. Dates to be kept in mind to comply with Annual compliance of KYC?
As per the provisions of Rule 12A of the Companies (Appointment and Qualification of Directors) Rules, 2014, every individual who is allotted DIN as on 31st March of a financial year must submit his KYC on or before 30th September of the immediately next financial year.
If the DIN holder does not file his annual KYC within the due date of each financial year, such DIN shall be marked as ‘Deactivated due to non-filing of DIR-3 KYC’ and shall remain in such Deactivated status until KYC is done with a fee of Rs.5000.
19. Is it mandatory to enter a unique mobile number and email ID in form DIR-3 KYC?
Yes. It is mandatory to enter your personal mobile number and personal email ID in the form DIR-3 KYC and the same must be verified by an OTP process. Further, the mobile number and email ID must be unique such that it is not already linked with some other person in the DIN holders’ database.
20. I am a disqualified director, am I required to file form DIR-3 KYC?
Yes. Any person who has been allotted DIN and where the status of such DIN is ‘Approved’, is required to file form DIR-3 KYC. Hence, disqualified directors are also required to file form DIR-3 KYC.
21. What is the fee for form DIR-3 KYC?
No fee is payable if Form DIR-3 KYC is filed within the due date of the respective financial year. However, if filed after the due date, for DIN status ‘Deactivated due to non-filing of DIR-3 KYC’ a fee of Rs.5000(Rupees Five Thousand Only) shall be payable.
22. My DIN status is ‘Deactivated’. Can I file form DIR-3 KYC?
Form DIR-3 KYC can be filed for status ‘Deactivated due to non-filing of DIR-3 KYC’ on
payment of fee as above.
23. Why is the ‘Send OTP’ button disabled? What is the validity of OTP?
Send OTP button remains disabled till successful validation of the form. After successful validation, the form must be saved and only after saving the form, the ‘Send OTP’ button gets enabled.
Further, please note that, once OTP is successfully sent to the valid mobile number and
email ID entered in the form, ‘Send OTP’ button gets disabled. OTP is valid for 30 minutes. If user wants to get OTP again, please click on Resend OTP button.
24. OTP not received on email. Why is it so?
You may check the Spam folder in your mailbox for the OTP received.
25. Whether multiple filing of form DIR-3 KYC is allowed?
System will not allow multiple filing of form DIR-3 KYC for an applicant. In case KYC is already filed for a DIN, and such DIN is entered again, system throws an error that the form is already filed.
26. I have registered as business user with category ‘Directors/Designated Partner’ and later changed my email id through DIR-3 KYC form. Which email id should I use to login as business user?
Users shall login using the original email id through which the user got registered on MCA portal as business users. However, all emails and OTP communications will be sent to the new email Id entered in the DIR-3 KYC e-form that is available in the DIN master.
EXTRACTS OF THE MINUTES OF THE ………… (no. of meeting) MEETING OF THE BOARD OF THE DIRECTORS OF ……………………… LIMITED (THE COMPANY) HELD ON ………….DAY, ……………(date) AT …………(time) AM/PM AT THE REGISTERED OF THE COMPANY AT ……………………………
The Chairman informed the Board that as our company having (mention the reason for extension).
Facts ————————————————-
In light of above-mentioned facts, Board of Directors of the Company are requested to grant approval for filing application in e-form GNL-1 to concerned RoC for seeking extension of time for holding AGM for ……………….. (grace period – maximum 3 months) by passing the following resolution:
“RESOLVED THAT pursuant to the provisions of Section 96 and other applicable provisions, if any, of the Companies act 2013, the company do hereby make an application with the Registrar of Companies, for extension of time for holding the Annual General Meeting for the FY ……………… for a period of months (grace period is maximum 3 months) from the last date on which the Annual General Meeting of the Company should have been held”.
“RESOLVED FURTHER THAT any Director or Company Secretary of the Company be and is hereby authorized on behalf of the Company to sign, execute and file an application with the Registrar of Companies, and generally to do all acts, deeds, and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to the aforesaid Resolution including further authorization to the professional.
Certified True Copy
For ………………… LIMITED
………………..
ACS / Director
Membership / DIN: …………..
Address: ………………
Date
Place
Disclaimer: 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.
This article contains various Compliance requirements for the Month of January, 2022 under various Statutory Laws. Compliance means “adhering to rules and regulations. ”Compliance is a continuous process of following laws, policies, and regulations, rules to meet all the necessary governance requirements without any failure.
If you think compliance is expensive, try non‐ compliance”
8.SEBI (Prohibition of Insider Trading) Regulations, 2015
9.SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018
10.SEBI (Buyback of Securities) Regulations, 2018
11. SEBI (Depositories and Participants) Regulations 2018) and Circulars
12.Insolvency and Bankruptcy Board of India (IBBI) Updates
13. NBFC Compliance Overview
14.NCLT & NCLAT Updates
15. Competition Commission of India
16. IRDAI – Insurance Sector Updates
17. Cabinet Decisions / New Acts
Compliance requirement under Income Tax act, 1961
Sl.
Compliance Particulars
Due Dates
1
Due date of depositing TDS/TCS liabilities under Income Tax Act, 1961 for previous month.
07.01.2022
2.
Due date for deposit of TDS for the period October 2021 to December 2021 when Assessing Officer has permitted quarterly deposit of TDS under section 192, section 194A, section 194D or section 194H.
07.01.2022
3
Due date for issue of TDS Certificate for tax deducted under section 194-IA in the month of November, 2021.
14.01.2022
4
Due date for issue of TDS Certificate for tax deducted under section 194-IB in the month of November, 2021.
14.01.2022
5
Due date for issue of TDS Certificate for tax deducted under section 194M in the month of November, 2021.
14.01.2022
6
Due date for filing of audit report under section 44AB for the assessment year 2021-22 in the case of a corporate-assessee or non-corporate assessee (who was required to submit his/its return of income on October 31, 2021) – extended date
15.01.2022
7
Due date for furnishing of Form 24G by an office of the Government where TDS/TCS for the month of December, 2021 has been paid without the production of a challan.
15.01.2022
8
Quarterly statement of TCS for the quarter ending December 31,2021.
15-01-2022
9
Quarterly statement in respect of foreign remittances (to be furnished by authorized dealers) in Form No. 15CC for quarter ending December, 2021.
15-01-2022
10
Due date for furnishing of Form 15G/15H declarations received during the quarter ending December, 2021.
15-01-2022
11
Quarterly TCS certificate in respect of quarter ending December 31, 2021.
30-01-2022
12
Due date for furnishing of challan-cum-statement in respect of tax deducted under section 194-IA in the month of December, 2021.
30-01-2022
13
Due date for furnishing of challan-cum-statement in respect of tax deducted under section 194-IB in the month of December, 2021.
30-01-2022
14
Due date for furnishing of challan-cum-statement in respect of tax deducted under section 194M in the month of December, 2021.
30-01-2022
15
Quarterly statement of TDS for the quarter ending December 31, 2021.
31-01-2022
16
Quarterly return of non-deduction at source by a banking company from interest on time deposit in respect of the quarter ending December 31, 2021.
31-01-2022
17
Intimation under section 286(1) in Form No. 3CEAC, by a resident constituent entity of an international group whose parent is non-resident.
31-01-2022
18
Audit report under section 44AB for the assessment year 2021-22 in the case of an assessee who is also required to submit a report pertaining to international or specified domestic transactions under section 92E. The due date for furnishing of audit report for Assessment Year 2021-22 has been extended from October 31, 2021 to November 30, 2021 vide Circular no. 9/2021, dated 20-05-2021. The due date for furnishing of audit report for Assessment Year 2021-22 has been further extended from November 30, 2021 to January 31, 2022 vide Circular no. 17/2021, dated 09-09-2021.
31-01-2022
Income Tax Due Date – Extensions
Sl.
Nature of Extension
Provisions / Forms of IT Act 1961
Earlier Due Date
Extended Due Date
1
The application in Form No. 10A/ Form No.10AB, for registration/ provisional registration/ intimation/ approval/ provisional approval of Trusts/ Institutions/ Research Associations etc.,
Under Section 10 (23C), 12AB, 35 (1) (ii) /(iia) / (iii) and 80G of the Act
30.06.2021
31.03.2022
2
Return of income for the assessment year 2021-22 in the case of an assessee if he/it is required to submit a report under section 92E pertaining to international or specified domestic transaction(s)
under section 92E
31.12.2021
28.02.2022
3
Filing of belated/revised return of income for the assessment year 2021-22 for all assessee (provided assessment has not been completed before December 31, 2021).
Belated/revised return of income for the assessment year 2021-22
31.01.2022
31.03.2022
Importatnt updates – December, 2021:
1. Pay zero income tax on Rs 10 lakh salary; check calculation to save money
Taxpayers earning above Rs 10 lakh usually cough up thousands of rupees as income tax, if not lakhs. However, by investing in the right tools, you won’t have to pay a single penny.
axpayers earning above Rs 10 lakh cough up thousands of rupees as income tax. However, there are several methods using which taxpayers can save big on income tax even if the salary is a bit more than Rs 10 lakh. If you use all the right income tax saving options, you may not need to pay a single penny. For taking full advantage of the tax exemption options available to the taxpayers, you will need to calculate the savings and expenses properly. The best part is that you don’t even need a financial manager for this as you can learn the art of saving on income tax by yourself.
How you can save Tax:
Deduct Rs.50000 as the standard tax deduction
You can save up to a maximum of Rs 1.5 lakh by putting your money in investment tools such as EPF, PPF, ELSS, NSC and up to Rs 1.5 lakh annually in the form of tuition fees for two children.
Invest up to Rs 50,000 annually in the National Pension System (NPS) scheme to get a rebate under section 80CCD (1B) of the Income Tax Act.
If you have a home loan to repay and your annual interest is over Rs 2 lakhs, then you can save up to a maximum of Rs 2 lakh under section 24B of income tax.
Further, you can claim a return of up to Rs 25,000 for health insurance premiums. You can save on the premiums of preventive healthcare check-up for spouse, children and yourself under Section 80D of the Income Tax. Moreover, buying health insurance for parents can help you avail of an additional deduction of up to Rs 50,000 if parents should be senior citizens.
2. ITR filing: Why taxpayers need to give quarter-wise breakup of dividend income?
ITR filing last date for AY 2021-22: Last date for income tax return (ITR) filing for assessment year 2021-22 is 31st December.Income tax return: In order to calculate the interest for the default in payment of advance tax liability, taxpayers are now required to give a quarter-wise breakup of dividend income received while filing ITR for AY 2021-22.
Last date for income tax return (ITR) filing for assessment year 2021-22 is 31st December. So, income taxpayers are advised to keep some changes made by the income tax department in mind while ITR filing. Reporting of dividend income while filing ITR is one such change that a taxpayer can’t afford to miss while filing ITR for AY 2021-22. Now, taxpayers need to give quarter-wise breakup of their dividend income. It will help them save income tax outgo.
In order to avoid rejection of one’s ITR form, the taxpayer needs to report dividend income breakup for the span of:
3. PAN card holders may get fined up to ₹10,000 after 31st March. Details here
PAN card holders are advised to link their Permanent Account Number (PAN) with their Aadhaar card number by 31st March 2022. Failing to do this by given deadline will not only lead to their PAN card becoming invalid but it would require a fee of ₹1,000 for PAN Aadhaar linking. The problem of the PAN card holder won’t end here only as the individual won’t be able to invest in mutual funds, stocks, open a bank account, etc. where furnishing a PAN card is must. Apart from this, if the person furnishes the PAN Card, which is no more valid, then under Section 272N of the Income Tax Act 1961, the Assessing Officer may direct that such person shall pay, by way of penalty, a sum of ten thousand rupees.
Under Section 272B of the Income Tax Act, failing to link PAN with one’s Aadhaar will lead to higher TDS and a penalty of ₹10,000. (To know more: Click Here)
Important Notifications – For the month of December – 2021:
Sl.
Particulars of the Notification(s)
File No. / Circular No.
Link(s)
1.
Income Tax Department conducts search operations in Rajasthan
More than 3 crore Income Tax Returns filed on new e-Filing portal of Income Tax Department; Taxpayers who are yet to file their ITRs for AY 2021-22 advised to file at the earliest
Protocol amending the Agreement between the Government of the Republic of India and theGovernment of the Kyrgyz Republic for the Avoidance of Double Taxation and for the Prevention of Fiscal Evasion with respect to taxes on income signed at New Delhi on 13th April, 1999.
More than 3 crore Income Tax Returns filed on new e-Filing portal of Income Tax Department; Taxpayers who are yet to file their ITRs for AY 2021-22 advised to file at the earliest
Advance Tax collections for the F.Y. 2021-22 (Till 3rd Installment) stand at Rs. 4,59,917.10 crore as on 16.12.2021 which shows a growth of approximately 53.50%
a) Taxpayers having aggregate turnover >Rs. 5 Cr. in preceding FY
Tax period
Due Date
No interest payable till
Particulars
December, 2021
20thJanuary, 2022
–
Due Date for filling GSTR – 3B return for the month of June, 2021 for the taxpayer with Aggregate turnover exceeding INR 5 crores during previous year
b). Taxpayers having aggregate turnover uptoRs. 5 crores in preceding FY (Group A)
Tax period
Due Date
No interest payable till
Particulars
December, 2021
22nd January, 2022
Due Date for filling GSTR – 3B return for the month of June, 2021 for the taxpayer with Aggregate turnover upto INR 5 crores during previous year and who has opted for Quarterly filing of GSTR-3B
Group A States: Chhattisgarh, Madhya Pradesh, Gujarat, Maharashtra, Karnataka, Goa, Kerala, Tamil Nadu, Telangana, Andhra Pradesh, Daman & Diu and Dadra & Nagar Haveli, Puducherry, Andaman and Nicobar Islands, Lakshadweep
c). Taxpayers having aggregate turnover uptoRs. 5 crores in preceding FY (Group B)
Tax period
Due Date
No interest payable till
Particulars
December, 2021
24thJanuary, 2022
Group B States:Himachal Pradesh, Punjab, Uttarakhand, Haryana, Rajasthan, Uttar Pradesh, Bihar, Sikkim, Arunachal Pradesh, Nagaland, Manipur, Mizoram, Tripura, Meghalaya, Assam, West Bengal, Jharkhand, Odisha, Jammu and Kashmir, Ladakh, Chandigarh, Delhi
B. Filing Form GSTR-1:
Tax period
Due Date
Remarks
Monthly return (December, 2021)
11.01.2022
“1. GST Filing of returns by registered person with aggregate turnover exceeding INR 5 Crores during preceeding year. 2. Registered person, with aggregate turnover of less then INR 5 Crores during preceeding year, opted for monthly filing of return under QRMP”
C. Non Resident Tax Payers, ISD, TDS & TCS Taxpayers
Return for Tax Deducted at source to be filed by Tax Deductor
10th of succeeding month
10.01.2022
GSTR -8
E-Commerce operator registered under GST liable to TCS
10th of succeeding month
10.01.2022
D. GSTR – 1 QRMP monthly / Quarterly return
Form No.
Compliance Particulars
Timeline
Due Date
Details of outward supply-IFF& Summary of outward supplies by taxpayers who have opted for the QRMP scheme.
GST QRMP monthly return due date for the month of December, 2021 (IFF). Applicable for taxpayers with Annual aggregate turnover up to Rs. 1.50 Crore. Summary of outward supplies by taxpayers who have opted for the QRMP scheme.
13th of succeeding month – Monthly Quarterly Return
13.01.2022
E. GST Refund:
Form No.
Compliance Particulars
Due Date
RFD -10
Refund of Tax to Certain Persons
18 Months after the end of quarter for which refund is to be claimed
F. Other Returns:
Form No.
Compliance Particulars
Timeline
Due Date
CMP – 08
Quarterly challan-cum-statement to be furnished by composition taxpayers. Oct-Dec’21.
Quarterly – Oct. to Dec 2021
18.01.2022
ITC – 04
GST ITC-04 is to be filed to provide details of goods sent to Job Worker or received back.
Quarterly – Oct. to Dec 2021
25.01.2022
G. Annual Returns:
Form No.
Compliance Particulars
Due Date
GSTR – 9
GSTR-9 is Annual Return applicable for registered person with aggregate turnover exceeding INR 2 Crores during the F.Y. 2020-21. However, registered person with aggregate turnoberupto INR 2 Crores have option to file GSTR-9.
28.02.2021
GSTR – 9C
GSTR-9C is reconciliation statement applicable for registered person with aggregate turnover exceeding INR 5 Crores during the F.Y. 2020-21.
28.02.2021
Major Update:
Taxpayers can now withdraw their application for cancellation of registration (filed in Form REG-16) unless the tax officer has initiated action on it.
Aadhaar authentication of registered person is mandatory for filing of Refund/Revocation of cancelled registration applications w. e. from 1.1.2022.
Key UPDATE(s) – December, 2021:
1. GST hike on textiles will put financial burden on 85% population if not withdrawn: Traders to Piyush Goyal
Ease of Doing Business for MSMEs: In November 2021, the government had notified uniform GST at 12 per cent on man made fibre (MMF), MMF yarn, MMF fabrics and apparel to address the inverted tax structure in the MMF textile value chain.
Urging Commerce Minister Piyush Goyal to withdraw proposed GST hike on textiles from 5 per cent to 12 per cent instead of deferring it, traders represented by Confederation of All India Traders (CAIT) on Tuesday said that the hike would put a ‘big financial burden’ on over 85 per cent of people in India who buys clothes of less than a thousand rupees. At a video conference by the Ministry of Textiles, trade associations under the CAIT umbrella said that the sword of GST hike is still hanging over the heads of textile and related businesses even as they thanked the government for postponing the hike for now.
“This increase will affect the country’s textile trade whereas on the other hand more than 85 per cent of the people of the country, who buy clothes of less than one thousand rupees, will have a big financial burden upon them,” CAIT said in a statement citing trade leaders. The government had deferred the GST hike on textiles from 5 per cent to 12 per cent. The decision was taken at the GST Council’s 46th meeting on Friday.(To read more: Click Here)
2. 10 Key GST Amendments with effect from 01.01.2022
The Goods and Services Tax (GST) regime will see a number of changes from January 1, 2022. The government is implementing these changes to prevent evasion and fake billing. The exchequer has been reporting loss due to existing GST structure, which is being mis-utilised by establishments.There will be some procedural changes as well, which will impact e-commerce players and food delivery aggregators, but will spare the end consumers.
The correction in inverted duty structure in footwear and textile sectors would come into effect from January 1 wherein all footwear, irrespective of prices, will attract GST at 12 per cent while all textile products, except cotton, including readymade garments will have 12 per cent GST.
While the passenger transport services provided by auto rickshaw drivers through offline/manual mode would continue to be exempt, such services when provided through any e-commerce platform would become taxable effective January 1, 2022, at 5 per cent rate.
The procedural changes that would come into effect include Swiggy and Zomato being made liable to collect and deposit GST with the government on restaurant services supplied through them from January 1. They would also be required to issue invoices in respect of such services.
There was no mandatory registration check by Swiggy/Zomato and there were unregistered restaurants supplying through these apps.
The other anti-evasion measures which would come into effect from the new year include mandatory Aadhaar authentication for claiming GST refund, blocking of the facility of GSTR-1 filing in cases where the business has not paid taxes and filed GSTR-3B in the immediate previous month.
TheGST law has been amended to allow officers to visit premises to recover tax dues without any prior show-cause notice, in cases where taxes paid in GSTR-3B is lower based on suppressed sales volume, as compared to supply details given in GSTR-1.
Currently, the turnover threshold for GST registration is ₹40 lakh for goods and ₹20 lakh for services.Exemption from mandatory goods and services tax (GST) registration that is currently available for small enterprises with annual revenue of up to ₹40 lakh may soon extend to their sales on online platforms as well, two people aware of the matter said.
According to the people cited above, who requested anonymity, the budget may provide a direction in this regard, even though the GST Council decides on indirect tax matters.
The move is expected to help micro, small and medium enterprises (MSMEs), self-employed individuals, self-help groups, and artisans sell their products online without bearing compliance costs of GST registration. Under GST rules, even if there are no transactions, GST returns must be filed from the month of registration, failing which a penalty is payable.
The proposal would still need to be ratified by the GST Council that decides on tax rates, exemptions, deadlines for GST form submissions and tax-related laws. (To read more – Click Here)
GST UPDATES – from 01.12.2021 to 31.12.2021:
Sl.
Notification Particulars
Notification No.
Link(s)
1.
Module wise new functionalities deployed on the GST Portal for taxpayers
Seeks to bring sub-rule (2) and sub-rule (3), clause (i) of sub-rule (6) and sub-rule (7) of rule 2 of the CGST (Eighth Amendment) Rules, 2021 into force w.e.f. 01.01.2022.
3. Compliance Requirement UNDER Companies Act, 2013 and Rules made thereunder;
Applicable Laws/Acts
Due Dates
Compliance Particulars
Forms / Filing mode
Companies Act, 2013
Within 180 Days From The Date Of Incorporation Of The Company (one time compliance only)
As per Section 10 A (Commencement of Business) of the Companies Act, 2013, inserted vide the Companies (Amendment) Ordinance, 2018 w.e.f. 2nd November, 2018, a Company Incorporated after the ordinance and having share capital shall not commence its business or exercise any borrowing powers unless a declaration is filed by the Director within 180 days from the date of Incorporation of the Company with the ROC.
MCA E- Form INC 20A(one time compliance)
Companies Act, 2013
First declaration within 90 days from the date of notification Dt. 08.02.2019
A person having Significant beneficial owner shall file a declaration to the reporting company http://www.mca.gov.in/Ministry/pdf/CompaniesOwnersAmendmentRules_08020219.pdf i.e. within 90 days of the commencement of the Companies (Significant Beneficial Owners) Amendment Rules, 2019 i.e. 08.02.2019 In case Subsequent Acquisition of the title of Significant Beneficial Owner / Any Change therein a declaration in Form No. BEN-1 required to be filed to the reporting company, within 30 days of acquiring such significant beneficial ownership or any change therein.
Filing of form BEN-2 under the Companies (Significant Beneficial Owners) Rules, 2018. (the date of receipt of declaration in BEN-1 ) CLICK HERE
Form BEN – 2 (e-form deployed by Ministry (ROC)) on 01.07.2019
Companies Act, 2013
Annual Compliance (30.09.2021)
*DIN KYC through DIR 3 KYC Form is an Annual Exercise. Last date for filing DIR-3 KYC for Financial year 2020-21 is 30th September, 2021Annual Exercise:CLICK HEREPenalty after due date is Rs. 5000/-(one time)
E-Form DIR – 3 KYC(Web Based and E-form)
Companies Act, 2013
Within 270 days from the date of deployment of this Form
NFRA-2(NFRA-2 e-Form live since 9th December 2019.)
Companies Act, 2013
Within 15 days of appointment of an auditor.
The Ministry in its General Circular No. 12/2018 dated 13th December, 2018 clarified that filing of Form NFRA-1 is applicable only for Bodies Corporate and ruled out filing by Companies as defined under sub-section (20) of Section 2 the Act.
E – FormNFRA -1
Companies Act, 2013
Within 30 days of the board meeting
Filing of resolutions with the ROC regarding Board Report and Annual Accounts. The details of the resolutions passed should be filed.
MGT-14 (Filing of resolution with MCA)
Companies Act, 2013
Within 60 (sixty) days from the conclusion of each half year.
Reconciliation of Share Capital Audit Report (Half-yearly) Pursuant to sub-rule Rule 9A (8) of Companies (Prospectus and Allotment of Securities) Rules, 2014 To be filed all unlisted companies, deemed public companies. Till further clarification to be filled in GNL-2
E-Form PAS – 6
Companies Act, 2013
(Half Yearly basis) 31.10.2021
Form for furnishing half yearly return with the registrar in respect of outstanding payments to Micro or Small Enterprise, can be filed delayed without any Additional Fee
E-Form MSME-1
Companies Act, 2013
One Time compliances
Registration of Entities for undertaking CSR activities – Trust/ Society/ Section 8 Company need to file before Acceptance of Donation as CSR w.e.f. 01st April 2021
E-Form CSR-1
Companies Act, 2013
within a period of 60 days after the holding of AGM
IEPF Authority (Accounting, Audit, Transfer and Refund) Second Amendment Rules, 2019 Statement of unclaimed and unpaid amounts. This e-form shall be filed within a period of 60 days after the holdingof AGM or the date on which it should have been held as perthe provisions of section 96 of the Act, whichever is earlier
IEPF -2
LLP Compliance:
Applicable Laws/Acts
Due Dates
Compliance Particulars
Forms / Filing mode
LLP Act, 2008
30.12.2021 (extended)
Statement of Account and Solvency for Financial Year 2020-21 Within30 days from the end of 6 months of the financial year to which the statement relates. Failure to file LLP Form 8 can incur a penalty of Rs. 100 per day.Late fee will start from 31st October, 2021 – i.e. after the original due date of the return – 30.10.2021
Form LLP-8
Due dates of ROC Return Filings
Sl. No.
Particulars
Due Date
E- Form
1
Appointment of Auditor
Within 15 days from the conclusion of AGM
ADT-1
2
Filing of financial statement and other documents with the ROC
15.02.2022 – due date extended for all Companies including OPC Within 30 days from the conclusion of the AGM, other than OPC (In case of OPC within 180 days from the close of the financial year)
AOC-4, AOC-4 (CFS), AOC-4 XBRL, AOC-4 Non-XBRL
3
Filing of annual return by a company.
28.02.2022 – due date extended for all Companies including OPC Within 60 days from the conclusion of AGM
MGT-7
4
Filing of annual return by a company.
28.02.2022 – due date extended for all Companies including OPC Within 60 days from the conclusion of AGM – Applicable in respect of Annual Return for the F.Y. 2020-21 and onwards of OPC and small companies.
MGT-7A
KEY UPDATES – December, 2021:
1. MCA to roll out new statutory filing module in early ’22
The new system uses artificial intelligence and machine learning for compliance management and regulatory oversight. The new filing system, developed by L&T Infotech, is now undergoing field trials.
The ministry of corporate affairs (MCA) will roll out its new “intelligent” statutory filing system for corporations and limited liability partnerships (LLPs) early next year after the current filing season, which will peak in January, said a person with knowledge of the development.
The government had earlier given businesses till the end of November to hold their annual general meetings (AGMs) for FY21 and finalize accounts, in view of the covid-19 pandemic. That gives businesses until the end of January, up to two months after holding the AGM, to file their annual returns.
“The most important part of the new e-governance system—MCA21 version 3.0—is the module for the statutory filings of companies and LLPs, which is the interface between businesses and the Registrar of Companies. Once the interface is seamlessly functional, other modules that are for internal use, such as analysis of data or the e-adjudication facility, can be rolled out without any hassle.” (To read more – Click Here)
2. Corp Affairs Ministry giving more leeway for firms to hold AGMs virtually
The corporate affairs ministry on Tuesday provided more leeway for companies in terms of holding annual general meetings in virtual mode.
The corporate affairs ministry on Tuesday provided more leeway for companies in terms of holding annual general meetings in virtual mode.The relaxation will be applicable for companies planning to hold their annual general meetings (AGMs) next year for the financial year 2021-22.
Companies proposing to hold their AGMs in 2022 for the financial year ended/ending any time before/on March 31, 2022 have been allowed to conduct the same through the virtual mode till June 30, 2022, according to a circular.
The companies can conduct their AGMs through video conference (VC) or other audio visual means (OAVM). The ministry also clarified that the circular should not be construed as conferring any extension of time for holding AGMs by the companies under the Companies Act, 2013.”It will provide a breather for companies due to the continuing restrictions (and possible third wave considerations) relating to the pandemic.” (To read more: Click Here)
3. Companies spent Rs 1.09 lakh cr towards CSR activities in 7 years: Corporate Affairs Ministry
Companies shelled out Rs 1.09 lakh crore towards various CSR activities, including those related to health, education and poverty eradication, under the companies law in the last seven financial years, according to the corporate affairs ministry.
Under the Companies Act, 2013, certain class of profitable entities are required to spend at least 2 per cent of their three-year annual average net profit towards Corporate Social Responsibility (CSR) activities during a fiscal.
Noting that the CSR architecture is disclosure-based, Singh said the philosophy is to engage corporates as partners in the socio-economic development of the country by leveraging their managerial efficiency, best practices, technology and innovation in the delivery of public good and services.
On the basis of filings made by the companies in the MCA21 registry till September 30, 2021, a cumulative amount of Rs 85,109.09 crore has been spent by companies under CSR during the financial years 2016-17 to 2020-21, Singh said. Out of the total amount, Rs 46,654.52 crore have been spent by the top 100 companies during the same period.
Relaxation on levy of additional fees is given till 15.02.2022 for filing of e-forms AOC-4, AOC-4 (CFS), AOC-4, AOC-4 XBRL AOC-4 Non-XBRL and 28.02.2022 for MGT-7/MGT-7A for the financial year ended on 31.03.2021 || To avoid any last-minute payment transaction issues, Stakeholders may avail ‘Pay Later option’ for form filings and save the challan which gets generated on the screen for future reference
Invitation of comments from public on proposed changes to the Corporate Insolvency Resolution and Liquidation Framework under Insolvency and Bankruptcy Code, 2016
Clarification on passing of Ordinary and Special resolutions by the companies under the Companies Act, 2013 read with rules made thereunder on account of COVID-19-Extention of timeline-reg.
Not later than 30 days from the date of issue of Capital instrument
FC-GPR is a form filed when the Indian company receives the Foreign Direct Investment and the company allots shares to a person resident outside India.
Form FC-GPR
FEMA ACT 1999
With in 60 days of receipt/ remittance of funds or transfer of capital instruments whichever is earlier.
Reporting of transfer of shares and other eligible securities between residents and non-residents and vice- versa is to be made in Form FC-TRS. The onus of reporting shall be on the resident transferor/ transferee.
Form FC-TRS.
FEMA ACT 1999
within 30 days from the date of receipt of the amount of consideration.
A Limited Liability Partnership receiving amount of consideration and acquisition of profit shares is required to submit a report in the Form FDI LLP-1
Form FDI LLP-I
FEMA ACT 1999
within 60 days from the date of receipt of funds in
A Limited liability Partnership shall report disinvestment/ transfer of capital contribution or profit share between a resident and a non resident (or vice versa)
Form FDI LLP-II
FEMA ACT 1999
within 30 days from the date of allotment of capital instruments
The domestic custodian shall report the issue/ transfer/ of sponsored/ unsponsored depository receipts
Downstream statement -Form DI & reporting at FIFP too
Entities which are filing FLA return for the first time/ with revised UIN (Unique identification number) are required to register themselves first for generating login credentials and afterwards they can file FLA return. However, the entities which have already registered earlier may submit FLA-2021 using their earlier login credentials.
Important Updates, November-2021:
1. FCRA registration deadline for NGOs extended till March 31
The government on Friday extended till March 31, 2022, the validity of the Foreign Contribution (Regulation) Act (FCRA) registration of NGOs that had to apply for its renewal by December 31, 2021.
The home ministry has made valid FCRA registration certificates a must for NGOs to be able to receive and utilise contributions from abroad. This is the fourth time that the Centre has granted extension to NGOs following passing of the FCRA Amendment Act in September 2020.
It said NGOs whose FCRA registration certificates are expiring “between September 29, 2020 and March 31, 2022″ and have applied for renewal on the FCRA portal before the expiry of the certificates”, in accordance with Rule 12 of the Foreign Contribution (Regulation) Rules, 2011, are eligible for the benefits, the order said.
Under FCRA 2020, it is compulsory for all NGOs to open an ‘FCRA account’ with State Bank of India’s main branch in the national capital for initial receipt of foreign contribution from a foreign source. (Source: Click Here)
2. RBI cancels auction for Rs 17,000-crore govt bonds
The Reserve Bank of India cancelled the primary sale of sovereign bonds for Rs 17,000 crore Friday in what could help arrest rising yields.
In the weekly auction held on the last day of the calendar year, the merchant banker for North Block did not accept any bids for the benchmark series and a set of floating rate bonds maturing in 2028. Bidders were likely higher than the central bank’s comfort level.
The benchmark paper carrying a coupon of 6.10 percent was on the offer for Rs 13,000 crore. Another set of Floating Rate Bond maturing in 2028 was up for sale for Rs 4,000 crore. Both were withdrawn.However, it sold a 40-year paper for Rs 7,000 crore.
During December, the benchmark 10-year bond yield touched a new 20-month high Tuesday amid concerns of higher fiscal borrowing. The gauge rose to its highest level since April last year. Shorter duration rates too rose with the central bank normalising liquidity.
3. Banks KYC: RBI extends deadline for periodic KYC update by three months
The extension has been granted in view of prevalent uncertainty due to a new variant of covid-19.
Reserve Bank of India on Thursday extended the deadline for periodic KYC (know-your-customer) update in banks by three months till March 31, 2022. The extension has been granted in view of prevalent uncertainty due to a new variant of covid-19, it said.
In May, amid the second wave of COVID-19 in the country and its induced restrictions in various states, the Reserve Bank of India (RBI) had directed banks and other regulated financial entities to not impose any punitive action against customers for failure to update KYC till the end of the year. (To Read more Click Here)
4. RBI rejects all bids for 10-year debt bonds
The Reserve Bank of India (RBI) rejected all the bids it received at the auction of the 10-year benchmark Government Security (G-Sec) and Floating Rate Bond (FRB) maturing in 2028 as market players wanted to buy these papers at higher yields.
Since the Central bank did not devolve the aforementioned auctions on the primary dealers, the 10-year G-Sec maturing in 2031 rose 11 paise to close at ₹97.51 over the previous close, with its yield declining about two basis to 6.4537 per cent.
Market players say the move to reject all the bids at the auction of the 10-year G-Sec (for a notified amount of ₹13,000 crore) and FRB (₹4,000 crore) shows that the RBI wants to maintain a tight leash on the movement of yields despite upward pressure on interest rates in the secondary debt market.RBI has cautioned that with the second supplementary demand of grants presented in December 2021, the budgeted fiscal deficit of 6.8 per cent of GDP may come under strain.(Read more- Click Here)
RBI Circulars / Notifications: December, 2021
Sl.
Particulars of the Circulars
Link
1
Supersession of the Board of Directors and Appointment of Administrator – M/s Reliance Capital Ltd
Application for initiation of Corporate Insolvency Resolution Process (CIRP) against Reliance Capital Ltd. filed under the Insolvency and Bankruptcy Code, 2016
Section 24 of the Banking Regulation Act, 1949 – Maintenance of Statutory Liquidity Ratio (SLR) – Marginal Standing Facility (MSF) – return to the normal dispensation
Directions under Section 35 A read with Section 56 of the Banking Regulation Act, 1949, (AACS) – Padmashri Dr. VitthalraoVikhePatil Co-Op. Bank Ltd., Nashik, Maharashtra – Extension of period
EPF (The Employees’ Provident Funds And Miscellaneous Provisions Act, 1952)
15.01.2022
PF Payment
ECR
ESIC (Employees’ State Insurance Act, 1948)
15.01.2022
ESIC Payment
ESI Challan
Contract Labour (Regulation &Abolition) Act, 1970
Within 15 Days of commencement/ completion of contract work
Return/Notice within 15 days of commencement/ completion of each contract by the Principal employer
Form VI-B
Contract Labour (Regulation &Abolition) Act, 1970
Within 15 Days of commencement/ completion of contract work
Notice of commencement/ completion of contract work by the Contractor within 15 days
Form VI-A
Payment of Gratuity Rule
Within 30 Days of applicability of the Act & any change
Notice of applicability of the Act & any change
Form A or B
Professional Tax
31.01.2022
PT for the month of December where the tax liability is more than Rs 1,00,000/-
PT Return
Factories Act, 1948
15.01.2022
Yearly Return ending 31st Dec, 2022
Contract Labour (R & A) Act
30.01.2022
Half Yearly Return by the Contractor ending 31stDecember, 2022
Key Updates – December, 2021:
1. Update bank account in EPFO – step-by-step guide to do it online using UAN
EPF subscribers can easily update or change their bank details at home.
Employees Provident Fund Organisation (EPFO) offers its subscribers the means to update their contact information online as part of its digital services. In order to use this service, account holders must have their Universal Account Number (UAN) available.
Here are the steps to follow if you want to update your bank details with your PF account online:
Log in to EFPO’s official website with your credentials.
On the top menu, click the ‘Manage’ tab.
Choose the ‘KYC’ option from the drop-down menu, then select ‘bank’ as the document type.
Enter the new bank account information, including the IFSC code.
Once you have updated the bank details, click on ‘Save’. The updated details will now appear in the KYC pending approval section.
Provide your employer with the necessary documents. State Bank of India customers will have their verification done by the bank itself via digital means.
Your service request status will change to Digitally Approved KYC when the KYC verification is complete.
If the employer or SBI confirms the bank details, EPFO will send a confirmation message.
UAN serves as a one-stop solution to all the needs of PF account holders without having to physically visit any place or office. (To read more Click Here)
2. Economic Advisory Council to the PM calls for unified labour law
The Economic Advisory Council to the PM (EAC-PM) has backed a unified labour code, much on the lines of the Bangladesh Labour Act of 2006, saying that the labour reforms undertaken in form of four Codes did not take a comprehensive view of all labour laws and had only standardised and streamlined the existing statutes without addressing definitional inconsistencies.
The EAC-PM has called for further simplifying of the labour laws and called for other alternative policy efforts to boost employment generation and industrial growth.
The union labour ministry had amalgamated 29 central labour laws into four Codes. These include the Code on Wages, 2019, the Code on Social Security, 2020, the Industrial Relations Code, 2020 and the Occupational Safety, Health and Working Conditions Code, 2020. These are yet to be notified.
“A ‘single unified labour law’ or reforms aimed at all sectors and nature of jobs would create a supportive business environment for the urban economy. This would allow the service sector and the new-age urban economy to truly take off,” the EAC-PM said in its report on state-level labour reforms in India, submitted to the Prime Minister’s Office earlier.
The EAC-PM is of the view that labour law reforms, though important, are not a magic bullet to boost employment generation, address the high degree of informality or even boost industrial growth, and has questioned a need for spending political capital on some labour law reforms, which are not enough for employment generation.(To read more: Click Here)
3. 4 labour codes likely to be implemented by FY23 as states ready draft rules
The four labour codes on wages, social security, industrial relations and occupation safety, health and working conditions are likely to be implemented by the next fiscal year
The four labour codes on wages, social security, industrial relations and occupation safety, health and working conditions are likely to be implemented by the next fiscal year as at least 13 states have pre-published draft rules on these laws, a senior official said.The Centre has already finalised the rules under these codes and now states are required to frame regulations on their part as labour is a concurrent subject.
Union Labour Minister Bhupender Yadav in a reply to the Rajya Sabha earlier this week had said that the Occupational Safety, Health and Working Conditions Code is the only code on which the least number of 13 states have pre-published the draft rules.The highest number of draft notifications are pre-published on The Code on Wages by 24 states/UTs followed by The Industrial Relations Code (by 20 states) and The Code on Social Security (18) states.
However, the Centre as well as states are required to notify rules under the four codes to enforce these laws in respective jurisdictions. Under the Codes, the power to make rules has been entrusted to the Central Government, State Government and appropriate Government and there is a requirement of publication of Rules in their official Gazette for a period of 30 or 45 days for public consultation.(To read more Click Here)
Updates Tracker Under Labour Laws – December, 2021:
Sl.
Particulars
Link
1
Govt. of India shall continue to provide Gratuity and PF benefits to the employees of existing Air India and Indian Airlines employees
As per 1st round of All-India Quarterly Establishment Based Employment Survey (AQEES), employment increased by 29% in nine selected sectors of economy compared to 6th Economic Census (2013-14)
Compliance Requirement under SEBI (Listing Obligations and Disclosure Requirements) (LODR) Regulations, 2015
A. Quarterly Compliances:
Sl. No.
Regulation reference(Reg.)
Compliance Particulars
Timeline / Due Date(For the Quarter Ended December, 2021)
Due Dates
1
Schedule B
Intimation of Trading Window Closure
From the end of closure of quarter
31.12.2021
2
27(2)
Corporate Governance Report
21 days from end of quarter
21.01.2022
3
13(3)
Statement of Investor Complaints
21 days from end of quarter
21.01.2022
4
31 (1) (b)
Shareholding Pattern
21 days from end of quarter
21.01.2022
5
32 & 33
Financial Results & Statement of deviation
45 days/60 days from end of quarter
14.02.2022
B. Half Yearly Compliances:
Sl. No.
Regulation No.
Compliance Particular
Compliance Period(Due Date)
Due Date
1.
Regulation 23(9)
Related party transactions.
The listed entity shall submit within 30 days from the date of publication of its standalone and consolidated financial results for the half year, disclosures of related party transactions on a consolidated basis, in the format specified in the relevant accounting standards for annual results to the stock exchanges and publish the same on its website
Within 30 days of FR
C. Regular / Annual Compliances:
REG NO
REGULATION NO
PARTICULARS
TIMELINE
47 Advertisements in Newspapers.
47 (3) Advertisements in Newspapers
Financial results at 47 clause (b) of sub-regulation (1), shall be published within 48 hours of conclusion of the meeting of board of directors at which the financial results were approved.
48 HOURS
23 Related party transactions.
Reg 23(9) Related party transactions
The listed entity shall submit within 30 days from the date of publication of its standalone and consolidated financial results for the half year, disclosures of related party transactions on a consolidated basis, in the format specified in the relevant accounting standards for annual results to the stock exchanges and publish the same on its website
30 days
24A Secretarial Audit.
Red 24A
Every listed entity and its material unlisted subsidiaries incorporated in India shall undertake secretarial audit and shall annex with its annual report, a secretarial audit report, given by a company secretary in practice, in such form as may be specified with effect from the year ended March 31, 2019. (within 60 days from the Closure of FY)
60 days from the Closure of FY
46 Website
46(2)(s)
The listed entity shall disseminate the following information under a separate section on its website separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial year, uploaded at least 21 days prior to the date of the annual general meeting which has been called to inter alia consider accounts of that financial year.]
21 days prior 1 days prior to the date of AGM
D. Other Quarterly compliance which included half year compliance except FR
REG NO
REGULATION NO
PARTICULARS
TIMELINE
Intimation
Reg 29 read with Reg 33
intimation regarding item specified in clause 29(1) (a) to be discussed at the meeting of board of directors shall be given at least five days in advance (excluding the date of the intimation and date of the meeting), and such intimation shall include the date of such meeting of board of directors
at least 5 working days in advance, excluding the date of the intimation and date of the meeting
Intimations and Disclosure of events or information to Stock Exchanges.
87B: Intimations and Disclosure of events or information to Stock Exchanges. READ WITH PART E OF Schedule III
The listed entity shall first disclose to stock exchange(s) of all events or information, as specified in Part E of Schedule III, as soon as reasonably possible but not later than twenty four hours from occurrence of the event or information:
24 HOURS
Valuation, Rating and NAV disclosure.
87C(1) (iii)
An issuer whose security receipts are listed on a stock exchange shall ensure that: the net asset value is calculated on the basis of such independent valuation and the same is declared by the asset reconstruction company within fifteen days of the end of the quarter.
15 Days
Other corporate governance requirements.
Reg 27(2)
The listed entity shall submit a quarterly compliance report on corporate governance in the format as specified by the Board from time to time to the recognised stock exchange(s) within fifteen days from close of the quarter.
15 days15/01/2022
Indian Depository Receipt holding pattern & Shareholding details.
69(1)
The listed entity shall file with the stock exchange the Indian Depository Receipt holding pattern on a quarterly basis within fifteen days of end of the quarter in the format specified by the Board.
15 days from end of each quarter 15/01/2022
E. Event based Compliances
REG NO
REGULATION NO
PARTICULARS
TIMELINE
30 Disclosure of events or information.
30(6) AND Part A of Schedule III
The listed entity shall first disclose to stock exchange(s) of all events, as specified in Part A of Schedule III, or information as soon as reasonably possible and not later than twenty four hours from the occurrence of event or information
24 HOURS
30 Disclosure of events or information.
30(6) AND sub-para 4 of Para A of Part A of Schedule III
The listed entity shall disclose to the Exchange(s), within 30 minutes of the closure of the meeting held to consider the following: a) dividends and/or cash bonuses recommended or declared or the decision to pass any dividend and the date on which dividend shall be paid/dispatched; b) any cancellation of dividend with reasons thereof; c) the decision on buyback of securities; d) the decision with respect to fund raising proposed to be undertaken e) increase in capital by issue of bonus shares through capitalization including the date on which such bonus shares shall be credited/dispatched; f) reissue of forfeited shares or securities, or the issue of shares or securities held in reserve for future issue or the creation in any form or manner of new shares or securities or any other rights, privileges or benefits to subscribe to; g) short particulars of any other alterations of capital, including calls; h) financial results; i) decision on voluntary delisting by the listed entity from stock exchange(s).
30 MINUTES
31A: Conditions for re-classification of any person as promoter / public
31A(8)
The following events shall deemed to be material events and shall be disclosed by the listed entity to the stock exchanges as soon as reasonably possible and not later than twenty four hours from the occurrence of the event: (a) receipt of request for re-classification by the listed entity from the promoter(s) seeking re-classification; (b) minutes of the board meeting considering such request which would include the views of the board on the request; (c) submission of application for re-classification of status as promoter/public by the listed entity to the stock exchanges; (d) decision of the stock exchanges on such application as communicated to the listed entity;
24 HOURS
34 Annual Report.
34(1)(b)
In the event of any changes to the annual report, the revised copy along with the details of and explanation for the changes shall be sent not later than 48 hours after the annual general meeting.]
48 HOURS
44 Meetings of shareholders and voting
44(3)
The listed entity shall submit to the stock exchange, within forty eight hours of conclusion of its General Meeting, details regarding the voting results in the format specified by the Board.
48 HOURS
47 Advertisements in Newspapers.
47 (3) Advertisements in Newspapers
The listed entity shall publish the information specified in 47(1) in the newspaper simultaneously with the submission of the same to the stock exchange(s). The same is reproduced below 47(1) (a) notice of meeting of the board of directors where financial results shall be discussed (c )statements of deviation(s) or variation(s) as specified in sub-regulation (1) of regulation 32 on quarterly basis, after review by audit committee and its explanation in directors report in annual report; (d) notices given to shareholders by advertisement
Simultaneously
–
SCHEDULE III PART PART A 7(A)
resignation of the auditor of the listed entity, detailed reasons for resignation of auditor, as given by the said auditor, shall be disclosed by the listed entities to the stock exchanges as soon as possible but not later than twenty four hours of receipt of such reasons from the auditor
24 HOURS
–
SCHEDULE III PART PART A 7(B)
In case of resignation of an independent director of the listed entity, within seven days from the date of resignation, the following disclosures shall be made to the stock exchanges by the listed entities: i. Detailed reasons for the resignation of independent directors as given by the said director shall be disclosed by the listed entities to the stock exchanges. ii. The independent director shall, along with the detailed reasons, also provide a confirmation that there is no other material reasons other than those provided. iii. The confirmation as provided by the independent director above shall also be disclosed by the listed entities to the stock exchanges along with the detailed reasons as specified in sub-clause (i) above.]
7 days from the date of resignation
7 Share Transfer Agent.
Reg 7(4) & (5) Share Transfer Agent.
The listed entity shall intimate any change or appointment of a new share transfer agent, to the stock exchange(s) within seven days of entering into the agreement.
7 DAYS
29
Reg 29(1)
The intimation required under 29 (1), shall be given at least two working days in advance, excluding the date of the intimation and date of the meeting Reg 29(1) is reproduced below: (b) proposal for buyback of securities ; (c) proposal for voluntary delisting by the listed entity from the stock exchange(s); (d) fund raising by way of further public offer, rights issue, American Depository Receipts/Global Depository Receipts/Foreign Currency Convertible Bonds, qualified institutions placement, debt issue, preferential issue or any other method and for determination of issue price: Provided that intimation shall also be given in case of any annual general meeting or extraordinary general meeting or postal ballot that is proposed to be held for obtaining shareholder approval for further fund raising indicating type of issuance. (e) declaration/ recommendation of dividend, issue of convertible securities including convertible debentures or of debentures carrying a right to subscribe to equity shares or the passing over of dividend. (f) the proposal for declaration of bonus securities where such proposal is communicated to the board of directors of the listed entity as part of the agenda papers:
at least 2 working days in advance, excluding the date of the intimation and date of the meeting
31 Holding of specified securities and shareholding pattern.
Reg 31 (1)(a)
The listed entity shall submit to the stock exchange(s) a statement showing holding of securities and shareholding pattern separately for each class of securities, in the format specified by the Board from time to time – one day prior to listing of its securities on the stock exchange(s);
1 day prior to listing of its securities on the stock exchange(s
31
Reg 31 (1 (c)
within ten days of any capital restructuring of the listed entity resulting in a change exceeding two per cent of the total paid-up share capital:
within 10 days of any capital restructuring
31A Conditions for re-classification of any person as promoter / public
Reg 31A
an application for re-classification of a promoter/ person belonging to promoter group to public to the stock exchanges has to be made by the listed entity consequent to the following procedures and not later than thirty days from the date of approval by shareholders in general meeting
30 days from the date of approval by shareholders in general meeting
37 Draft Scheme of Arrangement & Scheme of Arrangement.
37(1)
Draft Scheme of Arrangement & Scheme of Arrangement before for obtaining Observation Letter or No-objection letter, before filing such scheme with any Court or Tribunal, in terms of requirements specified by the Board or stock exchange(s) from time to time.
Before filling the same with any court or tribunal
39 Issuance of Certificates or Receipts/Letters/Advices for securities and dealing with unclaimed securities.
39(2)
The listed entity shall issue certificates or receipts or advices, as applicable, of subdivision, split, consolidation, renewal, exchanges, endorsements, issuance of duplicates thereof or issuance of new certificates or receipts or advices, as applicable, in cases of loss or old decrepit or worn out certificates or receipts or advices, as applicable within a period of thirty days from the date of such lodgement.
30 Days
39 Issuance of Certificates or Receipts/Letters/Advices for securities and dealing with unclaimed securities
39(3)
The listed entity shall submit information regarding loss of share certificates and issue of the duplicate certificates, to the stock exchange within two days of its getting information.
2 days of its getting information.
40 Transfer or transmission or transposition of securities.
40 (3)
On receipt of proper documentation, the listed entity shall register transfers of its securities in the name of the transferee(s) and issue certificates or receipts or advices, as applicable, of transfers; or issue any valid objection or intimation to the transferee or transferor, as the case may be, within a period of fifteen days from the date of such receipt of request for transfer
15 days
40 Transfer or transmission or transposition of securities.
40 (3)
the listed entity shall ensure that transmission requests are processed for securities held in dematerialized mode within seven days after receipt of the specified documents:
7 Days
40 Transfer or transmission or transposition of securities.
40 (3)
the listed entity shall ensure that transmission requests are processed for securities held in physical mode within twenty one days after receipt of the specified documents:
21 Days
–
SCHEDULE VII: TRANSFER OF SECURITIES (PART B (1))
In case of minor differences in the signature of the transferor(s), the listed entity shall follow the following procedure for registering transfer of securities: (a) the listed entity shall promptly send to the first transferor(s), via speed post an intimation of the aforesaid defect in the documents and inform the transferor(s) that objection, supported by valid proof, is not lodged by the transferor(s) with the listed entity within fifteen days of receipt of the listed entity’s letter, then the securities shall be transferred
15 Days
42 Record Date or Date of closure of transfer books.
42(2)
The listed entity shall give notice in advance of atleast seven working days (excluding the date of intimation and the record date) to stock exchange(s) of record date specifying the purpose of the record date:
7 working days advance intimation excluding the date of the intimation and date of the meeting
42 Record Date or Date of closure of transfer books.
42(2)
in the case of rights issues, the listed entity shall give notice in advance of atleast three working days (excluding the date of intimation and the record date).]
3 working days advance intimation excluding the date of the intimation and date of the meeting
42 Record Date or Date of closure of transfer books.
42(3)
The listed entity shall recommend or declare all dividend and/or cash bonuses at least five working days (excluding the date of intimation and the record date) before the record date fixed for the purpose.
5 working days advance intimation excluding the date of the intimation and date of the meeting
46 Website
46 (3)(b)
The listed entity shall update any change in the content of its website within two working days from the date of such change in content.
2 working days
50 Intimation to stock exchange(s).
50(1)
The listed entity shall give prior intimation to the stock exchange(s) at least eleven working days before the date on and from which the interest on debentures and bonds, and redemption amount of redeemable shares or of debentures and bonds shall be payable.
11 working days
50 Intimation to stock exchange(s).
50(3)
The listed entity shall intimate to the stock exchange(s), at least two working days in advance, excluding the date of the intimation and date of the meeting, regarding the meeting of its board of directors, at which the recommendation or declaration of issue of non convertible debt securities or any other matter affecting the rights or interests of holders of non convertible debt securities or non convertible redeemable preference shares is proposed to be considered.
2 working days advance intimation excluding the date of the intimation and date of the meeting
52 Financial Results.
52 (4) & (5)
The listed entity shall, within seven working days from the date of submission of the information required under sub- regulation (4), submit to stock exchange(s), a certificate signed by debenture trustee that it has taken note of the contents
7 working days
52 Financial Results.
52 (4) & (8)
The listed entity shall, within two calendar days of the conclusion of the meeting of the board of directors, publish the financial results and statement referred to in reg 52 (4), in at least one English national daily newspaper circulating in the whole or substantially the whole of India.
two calendar days of the conclusion of the meeting
57 Other submissions to stock exchange(s).
57(1)
The listed entity shall submit a certificate to the stock exchange within two days of the interest or principal or both becoming due that it has made timely payment of interests or principal obligations or both in respect of the non convertible debt securities
within 2 days
60 Record Date
60(2)
The listed entity shall give notice in advance of at least seven working days (excluding the date of intimation and the record date) to the recognised stock exchange(s) of the record date or of as many days as the stock exchange(s) may agree to or require specifying the purpose of the record date.
7 working days advance intimation excluding the date of the intimation and date of the meeting
78 Record Date.
78(2)
The listed entity shall give notice in advance of at least four working days to the recognised stock exchange(s) of record date specifying the purpose of the record date
notice in advance of at least 4 working days
82 Intimation and filings with stock exchange(s).
82(2)
The listed entity shall intimate to the stock exchange(s), at least two working days in advance, excluding the date of the intimation and date of the meeting, regarding the meeting of its board of trustees, at which the recommendation or declaration of issue of securitized debt instruments or any other matter affecting the rights or interests of holders of securitized debt instruments is proposed to be considered.
2 working days in advance, excluding the date of the intimation and date of the meeting,
82 Intimation and filings with stock exchange(s).
82(3)
The listed entity shall submit such statements, reports or information including financial information pertaining to Schemes to stock exchange within seven days from the end of the month/ actual payment date, either by itself or through the servicer, on a monthly basis in the format as specified by the Board from time to time: Provided that where periodicity of the receivables is not monthly, reporting shall be made for the relevant periods.
within 7 days
87 Record Date.
87(2)
The listed entity shall give notice in advance of atleast seven working days (excluding the date of intimation and the record date) to the recognised stock exchange(s) of the record date or of as many days as the Stock Exchange may agree to or require specifying the purpose of the record date
7 working days advance intimation excluding the date of the intimation and date of the meeting
87E Record Date.
87E(2)
The listed entity shall give notice in advance of at least seven working days (excluding the date of intimation and the record date) to the stock exchange(s) of the record date or of as many days as the stock exchange may agree to or require specifying the purpose of the record date.
7 working days advance intimation excluding the date of the intimation and date of the meeting
7. SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
Securities and Exchange Board of India (SEBI) vide notification / Circular No. SEBI/HO/CFD/DCR1/CIR/P/2020/49 issued and publish dated 27th March 2020, has published Relaxation from compliance with certain provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 due to the COVID-19 pandemic.”.
Sl. No.
Regulation No.
Compliance Particular
Compliance Period(Due Date)
1
Regulation 30(1)
Every person, who together with persons acting in concert with him, holds shares or voting rights entitling him to exercise 25% or more of the voting rights in a target company, shall disclose their aggregate shareholding and voting rights as of the 31st day of March, in such target company in such form as may be specified.
The disclosures required under sub-regulation (1) and sub-regulation (2) shall be made within seven working days from the end of each financial year to; every stock exchange where the shares of the target company are listed; and the target company at its registered office
2
Regulation 30(2)
The promoter of every target company shall together with persons acting in concert with him, disclose their aggregate shareholding and voting rights as of the thirty-first day of March, in such target company in such form as may
The promoter of every listed company shall specifically disclose detailed reasons for encumbrance if the combined encumbrance by the promoter along with PACs with him equals or exceeds: a) 50% of their shareholding in the company; or b) 20% of the total share capital of the company,
within 2 (two) working days
4.
Regulation 31(4)
Disclosure of encumbered shares
Promoter of every target company shall together with persons acting in concert with him, disclose their aggregate shareholding and voting rights as of the 31st March, in such target company in such form as may be specified
8. SEBI (Prohibition of Insider Trading) Regulations, 2015
Sl. No.
Regulation No.
Compliance Particular
Compliance Period(Due Date)
1
Regulation 7(2)“Continual Disclosures”
Every promoter, employee and director of every company shall disclose to the company the number of such securities acquired or disposed of within two trading days of such transaction if the value of the securities traded, whether in one transaction or a series of transactions over any calendar quarter, aggregates to a traded value in excess of ten lakh rupees (10,00,000/-) or such other value as may be specified;
Every company shall notify; within two trading days of receipt of the disclosure or from becoming aware of such information
9. SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018
Sl. No.
Regulation No.
Compliance Particular
Compliance Period(Due Date)
1
Schedule XIX – Para (2) of ICDR Read with Reg 108 of SEBI LODR
“The issuer shall make an application for listing from the date of allotment, within such period as may be specified by the Board from time to time, to one or more recognized stock exchange(s)”. In regard to above, it is specified that Issuer shall make an application to the exchange/s for listing in case of further issue of equity shares from thedate of allotment within 20 days (unless otherwise specified).
Within 20 days from the date of allotment
2
Regulation 162
The tenure of the convertible securities of the issuer shall not exceed eighteen months from the date of their allotment.
Application for trading approval to the stock exchange Listed entities shall make an application for trading approval to the stock exchange/s within 7 working days from the date of grant of listing approval by the stock exchange/s.
Within 7 working days from grant of date of listing approval
4
Regulation 76 Application for rights issue
The issuer along with lead managers and other parties related to the issue shall constitute an optional mechanism (non-cash mode only) to accept the applications of the shareholders to apply to rights issue subject to ensuring that no third-party payments shall be allowed in respect of any application.
5.
Regulation 77 Service of Documents
In case if the company fails to adhere to modes of dispatch through registered post or speed post or courier services due to Covid-19 conditions it will not be treated as non-compliance during the said period. The issuers shall publish required & necessary documents on the websites of the company, registrar, stock exchanges and the lead managers to the rights issue.
6
Regulation 84 Advertisement
Issuer has the flexibility to publish the advertisement in additional newspapers above those required in Regulation 84. The advertisement should also be made available on: A. Website of the Issuer, Registrar, Lead Managers, and Stock Exchanges. B. Television channels, radio, the internet, etc. to spread information related to the process.
10. SEBI (Buyback of Securities) Regulations, 2018 (Buyback Regulations)
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
11. SEBI (Depositories and Participants) Regulations 2018)
Sl. No.
Compliance Particulars
Due Date
1.
Regulation 76 (Quarter, January – March 2021) Reconciliation of Shares and Capital Audit
Within 30 days from end of quarter. i.e. 30.01.2022
2.
Regulation 74 (5): Processing of demat requests form by Issuer/RTAs – Certificate Received from Registrar
Within 15 days from the end of each quarteri.e. 15.01.2022
SEBI Circulars Tracker: 01.12.2021 to 31.12.2021
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Particulars
Link
1.
Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 [Last amended on December 06, 2021]]
Clarifications with respect to Circular dated November 03, 2021, on ‘Common and simplified norms for processing investor’s service request by RTAs and norms for furnishing PAN, KYC details and Nomination’
Publishing Investor Charter and Disclosure of Investor Complaints by Merchant Bankers on their Websites for private placement of units by InvITs proposed to be listed
Cut-off Time for generation of last Risk Parameter File (RPF) for client’s margin collection purpose and modification in framework to enable verification of upfront collection of margins from clients in commodity derivatives segment
Revision to Operational Circular for issue and listing of Non-convertible Securities, Securitised Debt Instruments, Security Receipts, Municipal Debt Securities and Commercial Paper
Revised Operational Circular for issue and listing of Non-convertible Securities, Securitised Debt Instruments, Security Receipts, Municipal Debt Securities and Commercial Paper
Extension of facility for conducting annual meeting and other meetings of unitholders of REITs and InvITs through Video Conferencing (VC) or through Other Audio-Visual means (OAVM)
12. IBBI Updates {Insolvency and Bankruptcy Board of India}
MCA proposes changes to bankruptcy code for quicker corporate rescue
The ministry has given time till 13 January for receiving suggestions on the proposals.
The ministry suggested ways for faster admission of cases in tribunals for initiation of bankruptcy process and for faster adoption of the revival plans stitched together by the stakeholders. The ministry of corporate affairs on Thursday proposed amendments to the Insolvency and Bankruptcy Code (IBC) to expedite the rescue of distressed companies ending up in bankruptcy tribunals.
One of the suggestions made by the government on Thursday is to amend IBC to provide a “a fixed time period for approval or rejection of” a corporate turnaround plan by the tribunal. The idea is to give tribunals 30 days for approving or rejecting a resolution plan that is submitted. If the revival plan is not approved or rejected within this time period, the tribunal has to record reasons in writing for the same. This timeline will be subject to the overall time period of 330 days specified in the Code for bankruptcy resolution.
Accordingly, the ministry suggested that lenders submit to tribunals only those records authenticated by certain official information utilities for initiating bankruptcy process. Authenticated financial information will speed up admission of cases. Where such authenticated information is not available to lenders, other documents can be used for establishing debtor’s payment default. “This will make the admission process significantly quicker and less cumbersome,” the ministry said.(To read more Click Here)
On the last lap: MCA to soon finalise comprehensive cross-border insolvency framework
Bankruptcy Code (IBC) particularly on corporate insolvency issues is expected to see some changes as the government is likely to come up with a comprehensive framework for cross-border insolvency and make several changes to the corporate insolvency resolution process (CIRP) to avoid delays in resolution process.
The Corporate Affairs Ministry (MCA) will soon finalise the proposals for a comprehensive framework on cross-border insolvency, which when enacted as part of IBC could aid in further easing up of doing business in India.
After MCA firms up the framework, it will have to go to the legislative department for the vetting of the Bill and then to the Union Cabinet for the approval. Although no timeline can be predicted for enactment of the cross-border insolvency framework, indications are that the government may push for enactment of the IBC amendment Bill in upcoming Budget session.
The new comprehensive framework is likely to be largely patterned on the UNCITRAL model law on cross-border insolvency, which has been the widely-accepted UN model legal framework adopted by the US, UK, Japan and Singapore. This UN Model law is now proposed to be tweaked to suit the Indian context and requirements.
Currently, there are only two provisions of IBC (section 234 and 235) that deal with bilateral agreements and issuance of letters of request to foreign courts by adjudicating authorities for enforcing the provisions of IBC as regards assets of a corporate located abroad.The ILC had noted that these two provisions are not comprehensive and were susceptible to delay and uncertainty. Hence the need for a comprehensive legal framework on cross border insolvency, sources explained. (To read more Click Here)
Bad loan recovery through IBC remains a drag on banks
Bad loan recovery from the revamped insolvency-resolution mechanism has been on a steady decline, with the rate dropping to 24.7% at the end of September, data from the Reserve Bank of India showed.Loan recovery rates halved to 20% in 2020-21 as the impact of the pandemic – and the moratorium to take cases to courts – played out during the year. The recovery rate through the Insolvency and Bankruptcy Code (IBC) mechanism was 46.3% at the end of 2020.
While banks had recovered more than ₹1 lakh crore at the end of 2019 through the IBC route, the figure dropped to a little over ₹27,000 crore by March 2020. At the end of 2021, while banks had referred 537 corporates with loans worth ₹1.35 lakh crore to the bankruptcy courts, this number was significantly higher in 2020 at 1,986 cases with total loans involved at ₹2.25 lakh crore. RBI’s analysis of 60 corporate debtors resolved under IBC between September 2019 and September 2021 shows that the median recovery rate was 24.7%.
“The longer a bad loan remains on bank balance sheets, the lower is the amount banks succeed in recovering,” RBI said as part of its Financial Stability Report. Last year in June, the Indian government had suspended fresh insolvency proceedings with respect to Covid-19- related defaults. This ban was lifted in March this year.(To read more Click Here)
Important Notifications and Circulars Tracker (December, 2021)
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Notification(s)
Link(s)
1.
Limited Insolvency Examination – Syllabus w.e.f 1st March 2022
Amendment to the IBBI (Online Delivery of Educational Course and Continuing Professional Education by Insolvency Professional Agencies and Registered Valuers Organisations) Guidelines, 2020
Invitation of comments from public on proposed changes to the Corporate Insolvency Resolution and Liquidation Framework under Insolvency and Bankruptcy Code, 2016
Non-Banking Financial Companies (NBFCs) is a Company registered under the Companies Act 2013 engaged in the businesses of providing financial services including loans & advances, leasing, hire purchase etc. They provide loans and advances and other credit facilities to business people or budding entrepreneur where Bank/Financial Institution are not comfortable, or say it is an alternative source of finance to businessman.
NBFCs are regulated by the Reserve Bank of India (RBI) within the framework of the Chapter IIIB of the Reserve Bank of India Act, 1934 and any rules made thereunder or any directions issued by it under the Act.
A. NBFC MONTHLY COMPLIANCES SUBMITTED BY ALL NON-DEPOSIT TAKING NBFCS
NAME
PURPOSE OF THE FORM
DEPARTMENT
Monthly Return
Monthly Return on NBFC-NDSI with asset size of Rs.100 CR. & above
RBI
NBS_ALM1
Statement of Short term dynamic liquidity to be filed within 10 days of the closer month
RBI
To be submitted by all deposit-taking NBFC’s having asset size above Rs. 100 crores or public deposits of Rs. 20 crores and above
NBS6
Monthly Return stating Exposure to Capital Market
RBI
B. NBFC COMPLIANCE UNDER COMPANIES ACT, 2013
FORM NAME
PURPOSE OF THE FORM
DEPARTMENT
E-Form MGT-7
Annual Return (Within 60 days of conclusion AGM)
ROC
E-Form AOC-4
Filing of annual financials i.e. Balance Sheet & Profit & Loss statement (Within 30 days of conclusion of AGM)
ROC
E-Form DIR-12
If there is any change in Directors (Within 30 days of the date of that change)
ROC
And any other Event based Compliance like DIR 3 KYC, ADT-1 etc.
C. NBFC Compliance Checklist for Non-Deposit & Deposit-taking Company
S. No
Particulars
Time Limit
Annual Compliances
1.
Audited March Monthly return/NBS-7
Upon completion
2.
File audited annual balance sheet and P&L Account
One month from the date of signoff
3.
Resolution of Non-Acceptance of Public Deposit
Before the commencement of the new Financial year
4.
Declaration of Auditors to Act as Auditors of the Company
Annual basis
Monthly Compliance
1.
Monthly Return
By 7th of every month
2.
Upload Monthly Return
By 7th of every month
Periodical Compliances
1.
Appointment of Director (Annexure III)
Within 30 days of appointment
2.
Resignation of Director (DIR-12 + Challan report)
Within 30 days of appointment
3.
Adoption of any notification in the ensuing Board Meeting and filing the certified copy with RBI
NBFC Updates – December, 2021
1. RBI issues prompt corrective action framework for NBFCs
The PCA framework for NBFCs will come into force on October 1, 2022, based on the financial position of NBFCs on or after March 31, 2022.
The Reserve Bank of India (RBI) on December 14 issued prompt corrective action (PCA) framework for non-banking finance companies (NBFCs) by introducing three risk threshold categories.PCA refers to restrictions imposed by the banking regulator on a lender’s operations if the key financial parameters of these entities fall below a certain limit. Till now, the RBI used to impose PCA only on banks. The central bank had issued the revised Prompt Corrective Action (PCA) Framework for Scheduled Commercial Banks (SCBs) on November 2, 2021.
But, with the NBFCs too growing in size and complexity, the banking regulator felt it is necessary to introduce similar framework for NBFCs as well.The framework will apply to all deposit-taking NBFCs, excluding government companies, all non-deposit taking NBFCs in middle, upper and top layers, the RBI said.(To read more Click Here)
2. Explainer | New PCA rules for NBFCs suggest RBI has learned its lessons from IL&FS, DHFL episodes
The RBI’s PCA Framework was introduced in December 2002 as a structured early intervention mechanism along the lines of the US Federal Deposit Insurance Corporation’s PCA framework.
In simple words, PCA is the regulator’s action on weaker entities if the financial performance falls below certain thresholds. The regulator then imposes certain restrictions on the business operations till the entities get back to satisfactory performance levels. The PCA system was already in place for banks.
The RBI’s PCA Framework was introduced in December 2002 as a structured early intervention mechanism along the lines of the US Federal Deposit Insurance Corporation’s PCA framework. Subsequently, the RBI reviewed the framework, keeping in view international best practices and recommendations of the Working Group of the Financial Stability and Development Council on Resolution Regimes for Financial Institutions in India (January 2014) and the Financial Sector Legislative Reforms Commission (March 2013). The revised PCA Framework was issued by the RBI on April 13, 2017, and implemented with respect to banks’ financials as of March 31, 2017.
When does PCA trigger for banks?The RBI has specified certain regulatory trigger points with respect to three parameters of banks, i.e., capital-to-risk weighted assets ratio (CRAR), net non-performing assets (NPAs) and return on assets for the initiation of the process. There are various stages. If CRAR falls to less than 9 percent, the RBI asks banks to submit a capital restoration plan, and restricts new businesses and dividend payments.
According to the framework, the apex bank will impose PCA on NBFCs if there is any breach of risk threshold. For instance, if the CRAR falls up to 300 basis points (bps) below the regulatory minimum CRAR, tier-1 capital ratio falls up to 200 bps below the regulatory minimum and net NPA ratio goes beyond 6 percent, the NBFC will fall under risk threshold-1.Once an NBFC is placed under PCA, taking it out of the framework or withdrawal of restrictions imposed under the it will be considered if no breaches in risk thresholds in any of the parameters are observed according to four continuous quarterly financial statements, one of which should be the annual audited financial statement, the RBI said.
3. Need to harmonise rules on taxation and recovery for NBFC too: FIDC
Urges govt to exempt TDS on interest payment made to NBFCs, as in the case of banks and life insurers.
The Finance Industry Development Council (FIDC), an industry body for non-banking finance companies (NBFCs), has impressed upon the government on the need to harmonise provisions on taxation and recovery as well, even as the Reserve Bank of India (RBI) is harmonising regulations governing finance companies with that of banks
The Council has asked the government to exempt tax deduction at source (TDS) on interest payment made to NBFCs. Under Section 194A of Income Tax Act, tax is required to be deducted at the rate of 10 per cent from interest paid to NBFCs, FIDC said. But the section allows exemptions to persons making interest payment to institutions such as banks, life insurance companies and UTI.They have asked the finance minister to exempt all deposit taking NBFCs (NBFC – D), 52 of them, under Section 194A. Also, non-deposit taking systemically important NBFCs, with an asset size of above Rs 500 crore (319 in total) should also be granted exemption.
Recently, the RBI provided clarification on income recognition, asset classification and provisioning (IRAC) norms for banks, NBFCs and all-India financial institutions, which says classification of special mention account (SMA) and non-performing account (NPA) should happen on a day-end position basis and upgradation from an NPA to standard category should happen only after clearance of all outstanding overdues.
Hence, they have suggested Small Industries Development Bank of India (SIDBI) to provide a refinance facility to NBFCs for onward lending to MSMEs and other appropriate sectors.
Office Order regarding Internal Complaint Committee in terms of Section 4 of The Sexual Harassments of women at work place (Prevention, Prohibition and Redressal) Act, 2013 for all NCLT Benches.
1. NCLAT sets aside Videocon’s sale to Vedanta co Twinstar
The National Company Law Appellate Tribunal (NCLAT) has set aside an order by the Mumbai bench of the National Company Law Tribunal (NCLT) approving the resolution plan for Videocon by Vedanta’s Twin Star Technologies. The tribunal has asked the committee of creditors for fresh bids.
The appellate tribunal issued the order noting that the transaction was not in compliance with the Insolvency and Bankruptcy Code (IBC). The order was in an appeal last year filed by the Bank of Maharashtra, Sidbi and IFCI that were dissenting creditors. The resolution plan had turned controversial and drew sharp comments from the NCLT as the bid was close to the liquidation value and involved a 95% write-off. The NCLT had approved the order in June 2021 noted that the successful bidder was “paying almost nothing” and hinted that there appeared to be a breach of the confidentiality clause.
Even as the Twinstar bid was stayed by the NCLAT, the corporate affairs ministry had moved in and filed a petition in NCLT to attach the assets of Videocon promoters to increase recovery in the case. In August 2021, the NCLT issued an order to freeze and attach assets and properties of Videocon promoters. The tribunal also directed the Central Board of Direct Taxes (CBDT) to disclose information about all assets of the Videocon promoters to freeze and restrain such assets. It also asked banks to provide details of their bank and depository accounts and lockers.
The National Company Law Tribunal (NCLT) referred the 13-year-old dispute between the Sanghi brothers over their enterprises to the IAMC.
The Hyderabad bench comprising NCLT president Justice RamalingamSudhakar and technical member ArekapudiVeera Brahma Rao referred six cases relating to the Sanghi group of industries that are pending before the courts from 2008 onwards. According to NCLT deputy registrar K Hanumantha Rao, the decision was taken after duly obtaining the consent of the parties. The Sanghi brothers, Ravi Sanghi, SudhirSanghi, GirishSanghi, were at loggerheads. Though two of the brothers could reach a settlement with Ravi Sanghi, issues between GirishSanghi and other brothers remained unresolved till date, the NCLT which referred the matter to IAMC said in its order. The prolonged battle would affect the industry adversely in the long-run, the tribunal said.
It can be recalled, the property dispute between former IPL chairman Lalit Modi and his mother BinaModi was earlier referred to the Hyderabad IAMC by Supreme Court. The state government has come forward to make Hyderabad IAMC its adjudication center for any possible disputes that may arise during the implementation of its contracts, tenders, pertaining to state government’s works. We will issue an ordinance after making the required amendments to the rules”, CM K Chandrasekhar Rao assured in the inaugural meet of the IAMC.(To read more Click Here)
15. Competition Commission of India
Competition Commission of India is a statutory body of the Government of India, established on 14 October 2003, responsible for enforcing The Competition Act, 2002 and promoting competition throughout India and to prevent activities that have an appreciable adverse effect on competition in India.
Key Updates – for the month of December – 2021.
Sl.
Particulars
Link
1
United Breweries challenges Rs 752 crore CCI penalty before NCLAT
CCI approves acquisition of shareholding in Air India Limited, Air India Express Limited and Air India SATS Airport Services Private Limited by Talace Private Limited
At a time when Omicron cases are rising rapidly across the country, insurance regulator, Insurance Regulatory and Development Authority of India (IRDAI), has clarified that all health insurance policies that cover Covid-19 will also cover cases pertaining to Omicron.
“…it is clarified that all health insurance policies issued by all general and health insurance companies that cover treatment costs of Covid-19 also cover the costs of treatment towards Omicron variant of Covid-19 as per terms and conditions of policy contract,” IRDAI informed in a statement on Monday. The insurance regulator has directed all the insurance companies to put in place all effective coordination mechanisms with their network hospitals to ensure availability of seamless cashless facility to all policyholders in case of hospitalization.
“Hospitals are also requested to honour the service level agreements (SLA) that have been entered with insurance companies for the purpose of providing cashless treatment to health insurance policyholders,” IRDAI stated.
The regulator had also asked insurers to give approval for cashless in a stipulated period ensuring hassle-free process for hospitals as well as policyholders. (To read more Click Here)
18% GST on insurance premium is atrocious: Former IRDAI member Nilesh Sathe
Says insurance becomes a necessity in the absence of any social security for citizens, nowhere else in the world one has to pay such heavy tax on premium.
Insurance is a necessity in India in the absence of a social security net, but the government is taxing the sector heavily even as others in the financial sector are exempted, lamented former Insurance Regulatory and Development Authority (IRDAI) member Nilesh Sathe. Sathe was the keynote speaker at the insurance round of the Business Standard BFSI Insight Summit. “Charging 18 per cent GST (Goods and Services Tax) on insurance premium is atrocious,” the respected insurance veteran said in his customary frank manner.
Insurance companies also have other challenges. Given the high solvency ratio, promoters must always infuse capital before an insurance company wish to grow exponentially. They cannot invest the way they like. The stipulation by IRDA that the insurance firms must invest at least half of their investible fund in government securities and other approved securities bring down the yields or internal rate of return for investors. This is because the yields on govt securities have been steadily coming down.
Technology has been a gamechanger and there has been no security scare or database despite the work from home environment during the corona period. The insurance companies must share data between themselves, and must have a common database, particularly about cases of frauds, rejection and suspicious claims. (To read more click here)
Not satisfied with your insurance provider? Here’s how to file a complaint via IRDAI portal The complainant can make a fresh complaint or escalate it to the Integrated Grievance Management System (IGMS) by visiting the website- igms.irda.gov.in, using an online complaint redressal portal of IRDAI
Approvals accorded under PLI Scheme for Promotion of Domestic Manufacturing of critical Key Starting Materials (KSMs)/ Drug Intermediates and Active Pharmaceutical Ingredients (APIs) in the country
Centre monitors the wholesale and retail prices of 22 essential food commodities on daily basis from 179 price monitoring centres set up by the State Governments/UT Administrations
This article is updated till 31st December, 2021 with all Laws / Regulations and their respective amendments.
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Disclaimer:Every effort has been made to avoid errors or omissions in this material. In spite of this, errors may creep in. Any mistake, error or discrepancy noted may be brought to our notice which shall be taken care of in the next edition. In no event the author shall be liable for any direct, indirect, special or incidental damage resulting from or arising out of or in connection with the use of this information. Many sources have been considered including newspapers (ET, BS & HT etc.).
“Opportunities? They are all around us… There is power lying latent everywhere waiting for the observant eye to discover it.”―Orison SwettMarden
MCA Update on VC- MCA Update on VC 08.12.2021 Clarification of holding of Annual General Meeting (AGM) through Video Conference (VC) or Other Audio Visual Means (OAVM)-reg.
Ministry of Corporate Affairs (MCA) vide General Circular No. 16/2021 dated 26.10.2021 has issued notification / circular and provided Relaxations in paying additional fees in case of delay in filing Form 8 (the Statement of Account and Solvency) by Limited Liability Partnerships upto 30th December, 2021.
Notification text:
This Ministry has received a representation seeking extension of timeline for filing the Statement of Account and Solvency without paying additional fees by LLPs on account of challenges faced by the LLPs due to COVID-19 pandemic. As part of the Government’s constant efforts to promote ease of living and compliances for Micro, Medium and Small Enterprises doing business through the vehicle of LLP, it has been decided to allow LLPs to file Form 8 (the Statement of Account and Solvency) for the Financial Year 2020-2021 without paying additional fees upto 30th December, 2021.
The new definition of Small Company- Know whether your company falls into Small Companies
The Ministry of Corporate Affairs has notified an amendment in the Companies (Specification of Definitions Details) Rules, 2014 that came into force on 1st April 2021. The MCA (Ministry of Corporate Affairs) has effected this amendment in accordance with the proposal of the Honourable Finance Minister to revise the definition of Small companies in India by increasing the paid-up capital limit from INR 50 Lacs to INR 2 Crores in the Union Budget 2021 while the turnover threshold by enhancing from INR 2 crores to 20 crores.
Currently, almost 13.2 lacs of companies are active, out of which more than 12 lacs companies are classified as small companies as per the official statement. Recently in Budget 2021, there has been a development that helped more companies as the definition has been changed with the purpose of giving the benefit of the liberalized regime. Before the said change was introduced nearly 8 lacs companies fell under the purview of small companies. But after the change in the norms of the paid-up share capital and turnover threshold have helped an additional 2 lakhs companies avail themselves the relief.
As per the new definition and threshold limits, companies with a paid-up capital of INR 2 crore or less, and turnover of INR 20 crore or less come are defined as small companies. The earlier threshold was INR 50 lacs or less in paid-up capital and INR 2 crore or less in turnover.
Criteria
Old
New
Paid-up share capital
50 lakhs
2 crores
Turnover
2 crores
20 crores
Small companies enjoy various advantages over other companies in terms of compliance requirements. For instance, a small company requires to hold only two board meetings in one fiscal year, unlike other companies which are required to hold four such meetings in the same period.
Apart from this, the Small companies are not required to maintain their cash flow statement and their annual returns could simply be signed by a company secretary or a single director.
In today’s message to members of ICAI, ICAI President has said that as per Companies Act 2013 and NFRA Rules, it is not within the purview of NFRA to recommend that audit of certain categories of companies is not required.
He further stated that we are not communicated of any such thought process in the Ministry of Corporate Affairs (MCA).
He said, i request members to have patience and not to send diverse communication to NFRA or to the ministry individually. If you have any views on this matter, please write at president@icai.in
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
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