Small lapses have huge consequences. Sometimes the impact is limited to the doer (rather non-doer). At times, extends to many others around too. Of course during this pandemic, I cannot but help talking about individual lapses and irresponsibility. While it is easy to blame the country, government, municipality, hospitals, trains, aircrafts, buses, cabs, autos, events, employers, vegetable vendors and just about everyone around us for the spike and spread of Corona, the question is what are we doing to contain it ? Many of us are not even willing to wear the mask when we step out. It is a small act of wearing a small piece of cloth but can hopefully stop the unwanted alien from entering our bodies. Not just that, it can stop us from being the carrier and spreading havoc around. Does this mask alone help ? May be. May not be. But a small conscientious act from every individual will go a long way in contributing to mega things – health, peace, business, employment, GDP growth, sustainable living….so much so that it is in our ‘hands and mouth’ to ensure that countries stop sparring and warring with one another ! That is as much power that we have at an individual unit level of existence. Unfortunately many of us don’t seem to realise. The other day I watched the security guard of the neighbourhood park desperately trying to plead with a fitness freak who had broken into the gym area despite the barricade, not to enter in. There was yet another lady who had the mask in her hand and not her face. She cared two hoots for the security guard’s whistles and instructions to wear the mask as she was busy on a video call with someone, showing off the beautiful park and complaining about Corona. What hypocrisy ! I continue to see autorickshaws loaded with 6 people, triple riders on two wheelers, devotees in temples – all without masks, throwing social distancing to the wind. Small things with huge consequences. Sadly to entire society. These are not lapses. They are deliberate violations of simple protocols. We seem to need policing for our own safety too. This has become part of our culture to defy with disrespect and question without owning up any responsibility.
On the other hand we also have an entire Sikh community doing what they are best known for – seva or service. This picture and writeup (doing rounds on social media) about how the Sikhs are nursing the wounds on the feet of desperate migrant workers who are on their painfully long ‘paadayatra’ (walking) is very moving. I have always held this community in awe for their sense of service to humanity sans caste, creed and religion. Salute to them for doing something as simple as cleaning a wound but making a huge difference to the souls and bodies of the tired workers. To the psyche of all of us too.
Talking of small deeds and lapses with large consequences, I am reminded of a successful startup founder who is a well-known investor now. In one of his acquisition transactions, his lapse committed elsewhere caused a huge delay in getting regulator’s approval here. He and his co-founder had happily forgotten to complete filings of another dormant company where they were the only 2 directors. Consequently that company was marked “Active-non-compliant” by MCA which was picked up by RBI and approval for acquisition made conditional – strictly speaking the 2 transactions had no connect whatsoever except for the common startup founder. While the acquisition was completed, it was not without multiple rounds to RBI, calls and explanations to assure that the ‘forgotten company’ would become compliant soon. There may have been genuine reasons for the non-filing lapse, but it did cost in terms of time and money – both for the startup founder (now acquirer) as well as the target company that was hungry for funds. Bottom line is – whether corporate citizen or individual citizen, let us focus on self-governance and abide by the law / protocols. Now more than ever before so that the crisis doesn’t dissipate further. Small things do make a difference !!
It is with this intent in mind that we continue to carry important notifications and circulars from various departments and ministries every fortnight through Samhita – small or big, there is a consequence that impacts and cannot be ignored. So also with the English language usage – you will notice that “Let’s Excel in English” series focusses on the small things in the language that make a big difference to our communication. Do pay attention to the same. We are at issue number 237, having covered lot of ground over the last 10+ years.
Extended time for Name reservation and re-submission of Forms
Vide announcement dated 22.04.2020 MCA had allowed further time for forms filed by LLPs and Companies for name reservation and name change between 15.03.2020 to 03.05.2020 – i.e. 20 days for name reservation and 60 days for name change. Now further extension of 20 days for Forms filed between 15.03.2020 – 31.05.2020 has been provided.
Time extension is also available for Resubmission of Forms and IEPF-5.
Extended due date
New company incorporation – SPICe+ Part B needs to be filed within 20 days of name reservation.
Names expiring any day between 15.03.2020 and 31.05.2020 would be extended by 20 days beyond 31.05.2020
INC-24 (for change of name of Company) needs to be filed within 60 days of name reservation.
Names expiring any day between 15.03.2020 and 31.05.2020 would be extended by 60 days beyond 31.05.2020.
New LLP registration and change of name– FiLLiP / Form 5 needs to be filed within 90 days of name reservation.
Names expiring any day between 15.03.2020 and 31.05.2020 would be extended by 20 days beyond 31.05.2020.
Extension of RSUB validity for companies and LLPs.
SRNs where last date of Resubmission (RSUB) falls between 15.03.2020 and 31.05.2020, additional 15 days beyond 31.05.2020 would be allowed. However, for SRNs already marked under NTBR, extension would be provided on case to case basis.
Note: Forms will not get marked to (Not to be taken on Record) ’NTBR’ due to non-resubmission during this extended period as detailed above.
Extension w.r.t Form IEPF-5 (Refund from IEPF authority)
SRNs having last date of filing of eVerification Report (for both Normal as well as Re-submission filing) between 15.03.2020 and 31.05.2020, stands extended till 30.09.2020.
For SRNs already marked under ‘Pending for Rejection’ and ‘Pending for Rejection’, extension would be provided on case to case basis.
Note: Status of IEPF-5 SRN will not change to ‘Pending for Rejection)’ and ‘Pending for rejection’ till 30.09.2020.
Addition of “PM CARES Fund” to Schedule VII of Companies Act, 2013
MCA, vide Memorandum dated 28.03.2020, clarified that Contribution made by a Company to ‘PM CARES Fund’ can be treated as a CSR expenditure under Schedule VII (List of activities which may be included by companies in their CSR policies) of the Act. Subsequently, MCA through Notification dated 26.05.2020 has amended Schedule VII of the Act to include PM CARES fund as an eligible CSR activity.
The amendment made to Schedule VII shall be effective from 28.03.2020.
Relaxation of penal action against non-compliance of MPS
Vide Circular dated 10.10.2017, SEBI notified measures to be taken by the Stock Exchange against companies, promoters and directors who fail to comply with the Minimum Public Shareholding (MPS) requirements. These measures included imposing of fines and freezing of the shareholding of the promoters / promoter group.
Considering the market conditions and difficulties faced by listed entities to comply with the same due the COVID-19 pandemic, companies whose deadline to comply with MPS requirements falls between 01.03.2020 and 31.08.2020, shall be granted relaxation from the penal actions listed in Circular mentioned above.
LODR disclosure based on application of materiality guidelines
As per Schedule III of SEBI (LODR) Regulations, disruption of operations of units or division of the listed entity due to natural calamity (earthquake, flood, fire etc.) or events such as strikes, lockouts etc. should be disclosed based on guidelines of materiality. SEBI has come out with an illustrative list of material information relating to the impact of the CoVID-19 pandemic on the business to be reported by a listed entity.
Operations including the factories/units/office spaces – whether functioning or closed down and steps taken for smooth functioning and restart of operations wherever required.
Estimation of the future impact of on its operations.
Details of impact on the operations viz. capital and financial resources, profitability, liquidity position, debt servicing, assets, internal financial reporting and control, supply chain, demand for its products/services, impact of non-fulfilment of obligations under existing contracts etc.
In view of the impact of the COVID-19 pandemic, w.e.f. 14.05.2020 following one time relaxations have been granted w.r.t. SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and SEBI (Buy-back of securities) Regulations, 2018 for offers and buy-back tender, opening up to 31.07.2020:
Letter of offer, tender form and other offer related materials can be delivered to shareholders by electronic means subject to fulfilment of :
The acquirer / company shall publish the letter of offer and tender form on the websites of the company, registrar, stock exchanges and the managers to offer.
The acquirer / company along with lead managers should undertake all adequate steps to reach out to shareholders through post, SMS, advertisement on television, digital advertisement, etc.
The acquirer/ company should make an advertisement containing details regarding the dispatch of the letter of offer electronically and availability of such letter of offer along with the tender form on the website of the company in the same newspapers in which detailed pubic statement was published.
The acquirer/ company may make advertisements in television channels, radio, internet etc. to disseminate information relating to the tendering process.
The acquirer / company to provide a procedure for inspection of material documents.
The above requirements are similar to the ones issued by SEBI w.r.t. Rights Issue.
Rule 117 of CGST Rules, 2017 provides a time limit of 90 days for filing Form TRAN-1 (related to Input Tax Credit) from 01.07.2017 i.e.30.09.2017. This was further extended to 27.12.2017 vide order No. 9/2017 dated 15.11.2017. However, Delhi and other High courts have held that in the absence of any time limit being prescribed under the Act, the Law of Limitation would apply and Form TRAN-1 could be filed on or before 30.06.2020.
The CBIC vide Notification 43/2020 dated 16.05.2020 seeks to bring into force Section 128 of Finance Act, 2020 to bring amendment to Section 140 of the CGST Act with effect from 01.07.2017 which is retrospective in nature. Litigations are bound to increase on the subject.
CBDT, vide Income Tax (9th Amendment) Rules, 2020 has notified Safe Harbour Rules (SHR) for Assessment Year (AY) 2020-21. As per the notification, rates applicable from AY 2017-18 to 2019-20 will continue to apply for AY 2020-21.
The Finance (No. 2) Act, 2019 introduced a new section in the Income Tax Act, 1961 namely, section 269SU to provide that every person having a business turnover of more than Rs 50 crores shall mandatorily provide facilities for accepting payments through prescribed electronic modes. CBDT has clarified that the provisions of section 269SU of the Income-tax Act, 1961 shall not be applicable to B2B transactions. With this clarification, exemptions from compliance of the provisions of section 269SU have been given to those who do not deal with retail customers and 95% of receipts are through normal banking channels and not in cash.
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]