Can we say that Gandhiji shook the world in a gentle way ? Perceptions may differ. Simple means like Salt Satyagrapha, Boycott of foreign goods, Conquering opponents by love, Non-violent ways of protest, Non-cooperation, Fasting, Silence etc. are in no way gentle. May be they are, since there is no physical violence involved but they are firm and assertive, shaking the world, transforming thinking, touching people, triggering geo-political shifts & structuring, rewriting history and our future. The impact has been profound and long-lasting.
This brings me to the much-talked and most-viewed about 2 Padmashri awardees for 2020 – Harekala Hajabba, an orange vendor turned educationist from Mangalore who has built schools from his meagre savings and Tulasi Gowda, the illiterate environmentalist from Ankola in Karnataka who is hailed as the walking encyclopaedia of forests. Both of them have been shaking the world around them in their own, simple, small, ubiquitous ways without any expectations of rewards or recognition. No social media. No climate protests. No TedX talks. No claims. Only genuine passion which has manifested as their calling in life !
Watching the Mandela film Invictus, I found similar gentle ways of Madiba as he pats the Springboks rugby team captain, Fraincois Piennar and shares the poem ‘Invictus’ which encourages him to lead his team to the 1995 Rugby World Cup victory. This goes a long way in bridging the growing apartheid gap in South Africa, post Mandela’s election as the first black President. A simple yet thoughtful act that is deep and stirring !
I can recall a similar nudge from my mentor and senior Company Secretary Mr. Gopalakrishna Hegde who shook me gently and urged me to take on the ICSI Bangalore chapter chairman position way back in 2014, saying “Think about it. You can do it”. Helped me remove the uncertainty in my mind. I had the privilege of leading the chapter as the first woman Chairperson in 40 years, thanks to the gentle words of this gentleman. While I may not have done anything earth shattering or world-shaking so to speak, yes it shook me from within and helped me discover my leadership skills or the lack of it in certain circumstances !
Never underestimate the power of simple words and gentle actions – they can move people and transform the world !!
Any doubt if the spate of regulatory changes is shaking our operative business world ? None at all. Along with the usual regulatory changes carried as updates in this issue, one of our team members has attempted analysing the consequences of “Accidental omission General Meeting Notices”. Brace yourself for a deluge of changes next week, as our Finance Minister presents the Union Budget 2020 tomorrow i.e. on 1st February. We have spared you with a light Samhita 229th issue!!
MCA as part of Government of India’s Ease of Doing Business (EODB) initiative will shortly notify a new Web Form SPICe+ which will replace the existing e-Form SPICe. Web Form SPICe+ shall offer multiple services viz. name reservation, incorporation, DIN allotment, mandatory issue of PAN, TAN, EPFO, ESIC, Profession Tax (Maharashtra), Opening of Bank Account and allotment of GSTIN wherever so applied for.
Upon notification of web Form SPICe+, web based RUN shall be applicable only for change of name of existing companies. Due to the proposed changes to RUN services resubmission option will not be available for forms processed by CRC from 01.02.2020 onwards for approximately 15 days.
Companies (Winding Up) Rules, 2020
MCA has notified the Companies (Winding Up) Rules, 2020 which shall come into force on 01.04.2020. The Rules have been bifurcated into the following parts:
Winding Up by Tribunal
Winding Up by Tribunal (other than summary winding up) Debts and claims against Company
Summary Procedure for Liquidation
To ease the procedure of liquidation, a summary procedure has been introduced for liquidation for the following companies with:
Total outstanding deposit of up to Rs. 25 lakh, or
Outstanding loan including secured loan up to Rs. 50 lakh, or
Turnover up to Rs. 50 crores or
Paid up capital up to Rs 1 crore
The newly notified Winding Up Rules are under the Companies Act, 2013, dissolution under which shall be approved by the Central Government unlike voluntary liquidation which shall be granted under the IBC by the NCLT.
Extension of due date- AOC-4 NBFC (Ind AS) and AOC-4 CFS NBFC (Ind AS)
The due for filing Forms AOC-4 NBFC (Ind AS) and AOC-4 CFS NBFC (Ind AS) for FY 2018-19 has been extended till 31st March, 2020 without payment of additional fees.
Ministry of Finance updates
E- Filing under DRT
W.e.f. 22.01.2020 the Debts Recovery Tribunals and Debts Recovery Appellate Tribunals Electronic Filing Rules, 2020 shall apply to e-filing, display of interim or final orders or directions passed by the Tribunals on the common website in the e-DRT system and to the electronic issuance and e-service of intimations.
The above Rules are applicable to filings under Recovery of Debts and Bankruptcy Act, 1993, the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002.
Rights Issue by InvITs and REITs
SEBI has issued guidelines in respect of Rights Issue (RI) of units by listed InvITs (Infrastructure Investment Trusts) and listed REITs (Real Estate Investment Trusts). The circulars contain guidelines w.r.t. conditions for issue, appointment of Merchant Bankers and other Intermediaries, pricing of the units, timeline within which the RI must be completed, the period for which the RI must be kept open etc., manner for subscription, allotment and other procedural aspects of a RI.
Streamlining the Process of Rights Issue
W.e.f. from 22.01.2020 SEBI has simplified the Rights Issue (RI) process under ICDR Regulations and LODR Regulation to make it more efficient and effective. Highlights of the notification are as follows:
The period for advance notice to stock exchange has been reduced to a minimum period of 3 working days from 7 working days.
A newspaper advertisement disclosing date of completion of dispatch and intimation of same to the stock exchanges for dissemination on their websites shall be completed by the issuer at least 2 days before the date of opening of the RI.
Introduction of DMAT Rights Entitlements (RE) and trading of the same on Stock Exchanges has been introduced.
The procedure for the RI has been detailed in the notification.
Non-compliance of Listing Regulations
The existing SEBI circular dated 03.05.2018 on the subject of Stock Exchanges taking action in case of non-compliances with the Listing Regulations and the Standard Operating Procedure (“SOP”) for suspension and revocation of suspension of trading of specified securities will be valid only until 31.03.2020. Thereafter Circular dated 22.01.2020 shall become applicable.
In order to ensure effective enforcement of the Listing Regulations, the depositories, on receipt of intimation from the concerned recognized stock exchange, shall freeze or un freeze the entire shareholding of the promoters in such non-compliant listed entity as well as all other securities held in the DMAT account of the promoters.
Reporting deviation or variation – usage of NCDs and NCRPs
SEBI has issued an updated format for listed entities to report to the Stock Exchange, Deviation or Variation in the use of proceeds of listed non-convertible debt securities (NCDs) or non-convertible redeemable preference shares (NCRPs). This reporting requirement will be applicable on a half yearly basis with the first reporting becoming due for the half year ended 31.03.2020, within 45 days thereof.
All the provisions applicable for reporting of deviations applicable to listed securities shall be applicable to NCDs and NCRPs. Reporting must be done after placing the report before the Audit Committee and considering their comments on the same.
Updating Information on BSE website
BSE India has issued a clarification to the Circular published on its Website dated 20.01.2020. BSE has clarified that:
Information regarding Statutory Auditor and Secretarial Auditor is to be mandatorily updated in the Management Details section under BSE Listing Centre as a one-time exercise and should be updated as and when there are any changes.
In case there are any changes / updates in Key Managerial Personnel or Registrar and Share Transfer Agent details the same may be updated in the Management Details section in addition to the corporate announcement made by the Company. These changes will include changes in contact details as well.
The Registrar of Companies has of-late started to send Form MGT 14 for resubmission – mandating the attachment of consents for shorter notices for General Meetings. It is important that companies comply with Section 101 of the Companies Act, 2013 which deals with notices for General Meetings.
An attempt has been made to analyse the provisions of Section 101 of the Companies Act, 2013 – “Accidental Omission of Issuing General Meeting Notice”, an article by Mr. Sreenivasan Narasimhan, Associate, S.C. Sharada and Associates.
Note: The contents of this Newsletter are only a summary and has not dealt with any issue in detail. Any action taken or proposed to be taken must be in consultation with professionals and not merely based on the articles / news updates. S. C. Sharada & Associates disclaims all liability on
action taken without professional advice.
S. C. Sharada & Associates,
Company Secretaries. #405, 7th Cross, IV Block, Koramangala, Bangalore – 560 034.
sharadasc.com Phone : +91 80 25534374 , +91 80 25536618 Email: [email protected]