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If you are reading this issue, it means you are S.A.F.E. Oh God, how important this four letter word has become in the last 1 year ! Amidst the avalanche of gloomy news, all that we want to hear from someone is “I am S.A.F.E”. Be it a chat with a friend, a relative, a client, a business associate, a team member, a boss, a professional connect or even a stranger, the opening remark is invariably “How are you ? Hope all of you are at home and S.A.F.E.” Never before has this statement seemed as genuine and caring as now. Such is the apocalyptic times we are in. Unpredictable. Unnerving. Unbelievable !
This takes me back to my childhood days when I got my first lesson in letter-writing from my dear mother. Be it a simple post-card that was like an open-book for the whole world to read or its better cousins – an inland letter or sheets of paper in an envelope – that gave the writer and the reader the much-needed privacy, space and cosiness, following was the protocol to begin the communication:
I remember noticing this in every single card or letter that we received or sent back then. Well, of course until the arrival of more sophisticated forms of communication via computers and mobiles and the death of the dear old physical letters. Letter-writing has now become as antiquated as typewriting and shorthand – skills that were in great demand until the nineties (exception being a court complex where you still find rows of typists on their stools, amidst the clanking sound of the flying typewriter keys and incessant chatter). She would say the reader must first know that we are all safe and wish him/her good luck & prosperity (Shri in Sanskrit). I recall that if the communication was about something happy, celebratory, auspicious, the edges of the card / letter would be smeared with kumkum (vermillion) to indicate the content. Similarly if it was a harbinger of bad news, the corners would be smudged with black ink and the ‘safe-shri’ missing. That itself would indicate what to expect from the insides of the card or inland letter. Today these simple, ubiquitous words assume great significance as we continue to watch the dance of death around us – many sadly experiencing it in close circles. As the messages beep on our mobile all through the day and night, news notifications keep popping up, as emails keep pouring, as calls keep coming in, there is a sense of anxiety and fear since we don’t know whether it is a ‘kumkum news’ or ‘black-ink’ news ! After all we are fighting in vain against a tiny, invisible virus that seems to be multiplying exponentially and slaying us in heaps, as we humans, the so-called thinking-beings and super-power-species are gasping for breath and grappling for our lives, after ravaging Mother Earth mercilessly for years. It is a war-like situation with lots of ‘war-rooms’ operating all around to coordinate for the ‘elixir of life’ oxygen, beds, ventilators, medicines, food, transportation, ambulance, crematorium, caregivers and our brave health-care warriors. I do not want to harp on the heart-wrenching news that has inundated our lives. All that I want to pray is
Om Sarve Bhavantu Sukhinah
Sarve Santu Niraamayaah |
Sarve Bhadraanni Pashyantu
Maa Kashcid-Duhkha-Bhaag-Bhavet |
Om Shaantih Shaantih Shaantih ||
May All be Happy
May All be Free from Illness |
May All See what is Auspicious,
May no one Suffer |
Peace, Peace, Peace ||
While you all stay home, wear masks, stay safe, do read this 259th issue of Samhita for some positive thought for the day, nuggets of wisdom, a sprinkling of regulatory changes, a reminder for statutory payments and returns and a few tips from Balaji about ‘change management’. A last minute add has been the FAQs that the Institute of Company Secretaries of India has released on all you want to know about CSR. Personally I feel these are trying times and corporates are rising to the occasion to contribute to the society. I would have expected the Ministry to show some consideration and relax some onerous rules introduced in January, 2021.
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While ‘change’ is the only constant in any business, it is important to phase valid reasons for making a change.
Some of them could be
1. To *improve productivity*
2. To *cope* with *drastically changing client/business requirement*
3. To *reach new markets*
4. To *cope with the financial challenges*
The ideas for this could come from anyone staff, the management, or an external consultant.
The stages of implementing a change include
1. *Identifying* the problem/ need for change
2. *Developing* a change strategy (this stage should involve discussions with everyone including the staff)
4. *Consolidation* – Collecting feedback and working on it
When it comes to organizational changes, companies need to have a person who is usually referred to as the ‘gate keeper’ to help the employees cope up with the change.
They should *be available to answer the questions* on change
They should *offer support* when needed
Most importantly, they should *collect feedback* from the employees
Their role also involves *increasing the morale* by appreciating those who use the change wisely
The highlighted ones are the word collocations (combinations) that can be used effectively in Business English.
Corporate Social Responsibility (CSR) provisions overhauled
The Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 were notified effective 22.01.2021. The Amendment Rules brought about many vital changes which changed the entire approach of CSR from “comply or explain” to “comply or be penalized”. Corporates, NGOs and other stakeholders have many questions in this matter which remain unanswered.
The Institute of Company Secretaries of India has released FAQs on Corporate Social Responsibilities. The FAQs are comprehensive and answer basic questions including the meaning of CSR activities, how should the list provided in Schedule VII of the Companies Act be construed for the purpose of undertaking CSR Activities, how is unspent amount to be dealt with, what provisions are applicable to projects prior to the amendment date, what are the permissible administration overheads etc.
Eligible CSR Activity to include setting up of COVID care facilities
Vide Notification No. 10/2020 dtd. 23.03.2020, MCA had clarified that spending CSR funds for COVID-19 is an eligible CSR expenditure. It has now been further clarified that CSR funds spent on ‘setting up of makeshift hospitals and temporary COVID care facilities’ shall be considered as eligible CSR activities under clause (xii) of Schedule VII of Companies Act, 2013 relating to healthcare and disaster management under list of Eligible CSR activities.
Consideration of matters by the CoC on request by members
IBBI has clarified on the action to be taken by the Resolution Professional upon receiving a request for convening a meeting by the members of the CoC under various circumstances.
Briefly, the Circular clarifies following matters:
Members of the CoC having at least 33% of the voting rights request the RP, along with a note, to convene a meeting of the CoC – RP to convene a CoC meeting for considering the Note.
Members of the CoC having at least 33% of the voting rights request the RP, along with a note, to place the note for consideration in a meeting of the CoC – RP to place the note in the ensuing meeting of CoC.
Members of the CoC having less than 33% of the voting rights request the RP, along with a note, to convene a meeting of the CoC – RP to consider the request on merits and convene a CoC meeting for considering the Note.
Members of the CoC having less than 33% of the voting rights request the RP, along with a note, to place the note for consideration in a meeting of the CoC – RP to consider the request on merits and place the note in the ensuing meeting of CoC.
‘Note’ means a note proposing the matters to be discussed or issues to be voted upon, along with relevant documents, if any, in a meeting of the CoC.
DGFT has constituted the ‘COVID-19 Helpdesk’ to support and seek suitable resolutions to issues arising in respect of International Trade during the prevailing pandemic situation.
This ‘COVID-19 Helpdesk’ would look into issues relating to Department of Commerce / DGFT, Import and Export Licensing Issues, Customs clearance delays and complexities arising thereon, Import / Export documentation issues, Banking matters etc. Helpdesk would also collect and collate trade related issues concerning other Ministries / Departments / Agencies of Central Government and State Governments and will co-ordinate to seek their support and provide possible resolutions.
Non- cash mode for Rights Issue available till 30.09.2021
SEBI vide Circular 06.05.2020 had relaxed the requirement under Regulation 76 of the ICDR Regulations (pursuant to which an application for a Rights Issue shall be made only through ASBA facility) and had allowed the lead managers and registrar to the issue to institute a non-cash payment mode to accept applications made for Rights Issues, owing to the difficulties faced due to the COVID-19 pandemic.
The same has now been extended up to 30.09.2021, allowing shareholders to make payment for application for Rights Issue through the non-cash mode.
Reporting requirement of Clause 30C and Clause 44 related to GAAR and GST respectively in Tax Audit Report Form 3CD from 31.03.2021 have been deferred to 31.03.2022. This Order dated 25.03.2021 is issued vide a Circular No. 05/2021 dated 25.03.2021. Earlier, the date was extended to 31.03.2021 by the CBDT vide order dated 24.04.2020.
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]