Last month, on an impulse decision over a phone call, 3 of us ladies, bought tickets to watch a mega Kannada play called “Malegallali Madhumagalu” (Brides of the Mountains). A 9 hour, night long play set in Malnad (Karnataka) 200 years ago, staged in the rustic settings of Karnataka Kalagrama in Jnanabharathi, Bangalore University across 4 different stages with both artists and audience moving to a new setting every 2 hours in the open air theatre. A theatrical adaption of the renowned Jnanapeeta award winner Kuvempu’s novel of the same name, the play had characters played by artists from across India who didn’t ‘act’ – they lived and breathed their characters making it surreal and breathtaking. Whew ! the experience was mind-blowing.
The period drama mirrored the changes happening in the then society such as advent of coffee drinking, conversion to other religion, introduction of bicycle, introduction of English medium schools etc. But what was most telling was the pathetic treatment of women back then in our so-called ‘women-revering society’. It was an eye-opener which stabbed at my heart deeply, stirred me movingly and at times angered me nauseatingly. Women (an embodiment of Shakthi or power) were no better than the household cattle – ready to be traded with older men for money, prohibited from living a life of their own choice, beaten for loving someone, killed for defying age-old customs, eyed by lustful men – both married and unmarried – with women themselves as active accomplices. All depicting how vulnerable, insecure, helpless & dependant women were back then – thanks to lack of education and financial independence, though they were smart and intelligent. The brilliant magnum opus made the entire village come alive and with it lay bare the plight of the women of different ages across different strata of the society.
Not that no such situation exists now. Not that nothing has changed either. Of course, over the generations, women have protested, women have fought back, women have suffered, women have endured, women have rebelled, women have battled, women have won, women are empowered, women are leading and women are successful ! Even as we continue to hear and read about brutal rapes, harassment, domestic violence, exploitation, lack of opportunities, gaps in wage-parity, societal discrimination, corporate snubs et al, stunning success stories are galore !! Women’s Education has led to financial independence, health and hygiene which has led to great societal transformation. A lot has changed. A lot is yet to change !!
On 8th March, 2020, on the eve of International Women’s Day, I had the good opportunity to share my thoughts on the local radio, FM Rainbow 101.3 :
Building a professional career along with balancing personal life is like a marathon run – need loads of stamina. Build it up well.
Say YES to an opportunity if you get one. Women generally have self-doubt and tend to be low on self-confidence. Don’t doubt your capabilities. Take it up.
Dont try to be a ‘perfect woman’. Take care of your health which may suffer if you stretch and fall into the ‘perfect woman syndrome’.
Create and nurture a support system before the need for it arises. Will help you be ready for any kind of responsibility.
Ask for help when required. Nothing can ever be achieved alone. People-power empowers.
The above tips are from my personal experience and are true for both men and women. Go ahead, read and add a few more to spruce it up.
It is said ‘Fortune favours the brave’. Sometimes it can be said ‘Law favours the laggards’? For years if you don’t file some forms with the regulator or don’t pay your taxes, there is every chance that a Settlement Scheme will be announced by the Government. Of course there should be enough number of co-defaulters to make a difference to the Government kitty. Recently MCA has announced the LLP Settlement Scheme, 2020 which provides huge relief to LLPs that haven’t filed their accounts and a few other forms. In one case, the delayed filing fee which worked out to around Rs. 1.2 lac has now come down to Rs. 20k, giving the partners a breather and a boost. The tendency to announce such schemes is so predictable that most entrepreneurs do ask us if there is anything in the offing. LLP Partners would do well to utilise this scheme and complete the filing before the due date of 13th June, 2020 with a maximum damage of just Rs. 5,000 per form.
Since the 1st issue of this newsletter in November, 2009, we have tried our best to make this a potpourri offering with some wise thoughts to mull upon, statutory due dates to remember, stimulating editorial to reflect on and actual regulatory updates from various ministries to be aware of. Apart from these variety of content, over the decade, we have carried focused series such as – Legal maxims, INCOTERMS, Definitions under Companies Act, 2013 & IBC, 2016, Articles on Mediation & recently about 10 Articles on Labour Law. From this 232nd issue of Samhita onwards, we have started a new crisp series titled “Let’s Excel in English” which helps all of us improve the language. It is either in the form of a small interesting conversation or tips, contributed by Mr. Balaji Ramaswamy, a Cambridge CELTA certified English language trainer. BBC Learning English has featured his tips on teaching English on their website and their YouTube channel. Balaji has been a commentator for an Asian level throw ball tournament and is currently a British Council faculty. He shares tips related to English, every day on a whatsapp group and on a Facebook group. Look out for select tips in the months to come !
MCA has contributed a maximum number of clarifications for this issue. For any previous issues of Samhita and the readers’ feedback, please visit
Spouse : Let’s discuss about the tour to Conoor
Teacher: Sure, honey. Let’s discuss that. By the way, we don’t use prepositions like ‘about’ and ‘on’ after the verb. ‘discuss’. So, you could say, “Let’s *discuss the tour* to Conoor”.
Spouse : Well, ok. Let’s *discuss the plan*
Spouse: Now, focus on the plan not grammar!
Note: We can use prepositions like ‘on’ and ‘about’ with the noun form, ‘discussion’
Balaji Ramaswamy N
Cambridge CELTA certified English language trainer
A new settlement scheme has been introduced by MCA to help LLPs complete filing of certain Forms without the heavy additional fee of Rs. 100 per day which was running into Lakhs of rupees in some cases. The good news is the LLP settlement scheme limits the additional fee to just Rs. 5000. Key features are as below:
This scheme shall be effective from 16.03.2020 to 13.06.2020.
Only Form-3, Form-4, Form-8 and Form-11 can be filed under this Scheme.
Any “defaulting LLP” (LLP which has defaulted in filing certain forms) is permitted to file belated documents, which were due for filing till 31.10.2019.
Delayed filing of documents to attract additional fee of only Rs. 10 per day, not exceeding Rs. 5000 per document.
No prosecution will be launched against the LLPs for filings completed under this scheme.
Exemption to Government companies
MCA had issued a mega exemption notification w.r.t. provisions applicable to Private Companies, Government Companies and Sec 8 Companies vide Notification dated 05.06.2015. MCA has now clarified / relaxed certain provisions w.r.t. Government Companies by making changes to the said notification.
For the definition of Government company an explanation has been inserted which clarifies that “paid up share capital” may be interpreted as “total voting power” where shares with differential voting rights have been issued.
Section 188 of CA, 2013 enlists a set of transactions which the company cannot enter into without the consent of the Board of Directors. As per the Notification these provisions shall not apply to:
A Government Company entering into contracts or arrangements with any other Government company / Central Government / any State Government.
A Government Company other than a listed company which has taken approval from the concerned Ministry / Department of the Central Government or State Government for entering into contracts or arrangements other than those mentioned above.
Protection from proceedings against ID and NEDs
MCA has clarified that before prosecuting Independent Directors (ID), non-KMP or Non-Executive Directors, RoC must obtain Ministry approval and follow the Standard Operating Procedure prescribed in this regard vide General Circular dated 02.03.2020.
This Circular protects the following type of directors from being prosecuted for offences committed without their knowledge / consent or due Board process being followed:
Non-Executive Directors who are not promoters or KMPs
NEDs who are nominated by the Government or public sector undertakings
NEDs nominated by Financial Institutions and banks who have equity investment in a company or given loans
NEDs appointed by NCLT
This is a welcome relief for IDs and NEDs who are not responsible for day to day operations and regulatory compliances for which there is an Officer In Default designated.
Clarification for certain MCA filings under IBC, 2016
In suppression of the earlier circular dated 17.02.2020 MCA has issued a clarification for Companies under Corporate Insolvency Resolution Process (CIRP).
The Master data for change in the status of the Company from “Active”/ “lnactive” to CIRP / Liquidation or vice versa will be effected only if a formal change request Form is submitted by IBBI to MCA.
All e-forms including AOC-4 and MGT-7 are to be filed as attachments to Form GNL-2 till company is under CIRP by selecting the radio button “Filings under IBC” in the Form. Separate GNL-2 forms should be filed for each such document.
Against date of event and Board Resolution in INC-28 and GNL-2, date of order of NCLT / NCLAT / Court is to be mentioned.
Extension of due date – Form NFRA-2
The time limit for filing Form NFRA-2, for FY 2018-19 will be 150 days from the date of deployment of the form on the website of National Financial Reporting Authority (NFRA) viz. 07.05.2020.
Companies (Appointment and Qualification of Directors) Amendment Rules, 2020
Independent Directors (ID) get more time to enrol in the ID data bank of MCA. Following changes have been made vide the amendment Rules:
Now every individual who has been appointed as an Independent Director (ID) should apply online for inclusion of their name in the data bank within 5 months of commencement of the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019 as against the earlier requirement of 3 months. The last date now is 30.04.2020.
Individuals who have served as a director or KMP for a total period of not less than 10 years in a body corporate listed on a recognized stock exchange have also been granted exemption from having to pass the online proficiency self-assessment test. This is in addition to directors or KMPs of listed public company, and unlisted public company having a paid-up share capital of Rs. 10 crore or more.
Exemptions from Capital Gains
Section 47 provides exemptions from capital gains in certain cases. Following securities which are listed on a recognised stock exchange located in any IFSC as per SEBI Rules are notified for exemption from capital gains:
foreign currency denominated bond;
unit of a Mutual Fund;
unit of a business trust;
foreign currency denominated equity share of a company;
unit of Alternative Investment Fund,
Note on Downstream Investment (DI)
At a broad scale, if a company which has received FDI makes further investment by way of share capital into another Indian company, it amounts to Downstream Investment (DI). This article by Ms. Navneet Kour, Associate attempts to elaborate various aspects of Downstream Investment under the FEMA Rules with focus on the concept of DI and procedural aspects, including reporting to DPIIT and RBI on the FIRMS portal.
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]