Compendium of Notifications and Circulars Post COVID- MCA: DTPA

Compendium of Notifications and Circulars Post COVID- MCA: DTPA

CA Narendra Kumar Goyal

President – DTPA

MCA Circulars

General Circular No. 10 /2020

To,

All Stakeholders,

Subject: Clarification regarding the spending of CSR funds for COVID-19.

Ma’am/Sir,

Keeping in view of the spread of the novel Corona Virus (COVID-19) in India, its declaration as a pandemic by the World Health Organisation (WHO), and, the decision of the Government of India to treat this as a notified disaster, it is hereby clarified that spending of CSR funds for COVID-19 is eligible CSR activity.

2. Funds may be spent on various activities related to COVID-19 under item nos. (i) and (xii) of Schedule VII relating to the promotion of health care, including preventive health care and sanitation, and, disaster management. Further, as per General Circular No. 21/2014 dated 18.06.2014, items in Schedule VII are broad-based and may be interpreted liberally for this purpose.
3. This issues with the approval of the competent authority.

General Circular No. 11 /2020

To
All Regional Directors,
All Registrar of Companies,
All Stakeholders

Subject: Special Measures under Companies Act, 2013 (CA-2013) and Limited Liability Partnership Act, 2008 in view of COVID-19 outbreak

Sir,

In order to support and enable Companies and Limited Liability Partnerships (LLPs) in India to focus on taking necessary measures to address the COVID-19 threat, including the economic disruptions caused by it, the following measures have
been implemented by the Ministry of Corporate Affairs to reduce their compliance burden and other risks: –

1. No additional fees shall be charged for late filing during a moratorium period from 01sr April to 30th September 2020, in respect of any document, return, statement, etc., required to be filed in the MCA-21 Registry, irrespective of its due date, which will not only reduce the compliance burden, including financial the burden of companies/ LLPs at large but also enable long-standing non-compliant companies/ LLPs to make a fresh start’. The Circulars specifying detailed requirements in this regard are being issued separately.

2. The mandatory requirement of holding meetings of the Board of the companies within the intervals provided in section 173 of the Companies Act, 2013 (CA-13) (120 days) stands extended by a period of 60 days till the next two quarters i.e., till 30th September. Accordingly, as a one-time relaxation, the gap between two consecutive meetings of the Board may extend to 180 days till the next two quarters, instead of 120 days as required in the CA-13.

3. The Companies (Auditor’s Report) Order,2020 shall be made applicable from the financial year 2O2O-2O21 instead of being applicable from the financial year 2019-2020 notified earlier. This will significantly ease the burden on companies
& their auditors for the financial year 2019-20. A separate notification has been issued for this purpose.

4. As per Para Vll (1) of Schedule lV to the CA-13, independent Directors (lDs)are required to hold at least one meeting without the attendance of non-independent directors and members of management. For the financial year 2019-20, if the lDs of a company has not been able to hold such a meeting, the same shall not be viewed as a violation. The lDs, however, may share their views amongst themselves through telephone or e-mail or any other mode of communication, if they deem it to be necessary.

5. The requirement under section 73(2)(c) of CA-13 to create the deposit repayment reserve of 20% of deposits maturing during the financial year 2020-21 before 30th April 2020 shall be allowed to be complied with till 30th June 2020.

6. The requirement under rule 18 of the Companies (Share Capital & Debentures) Rules, 2014 to invest or deposit at least 15% of the number of debentures maturing in specified methods of investments or deposits before 30th April 2020, maybe complied with till the 30th June 2020.

7. Newly incorporated companies are required to file a declaration for Commencement of Business within ‘180 days of incorporation under section 10A of the CA-13. An additional period of 180 more days is allowed for this compliance.

8. Non-compliance of minimum residency in India for a period of at least 182 days by at least one director of every company, under Section 149 of the CA-13 shall not be treated as a non-compliance for the financial year 2019-20.

2. This issues with the approval of the competent authority.

General Circular No. 12 /2020

To,

All Regional Directors,

All Registrars of Companies

All Stakeholders

Sub: Companies Fresh Start Scheme, 2020.

Sir(s),

In furtherance of the Ministry’s Circular No. 11/2020, dated 24th March 2020 in an order to facilitate the companies registered in India to make a fresh start on the clean state, this ministry has decided to take certain alleviate measures for the benefit of all the companies.

2. Companies Act. 2013 requires all companies to make annual statutory compliance by filing the Annual Return and Financial Statements. Apart from this, various other statements, documents, returns, etc are required to be filed on the MCA21 electronic registry within prescribed time limits. Filling fees for filing such statements, documents, returns, etc are governed by. section 403 of the Companies Act 2013 read with companies (Registration offices and fees) Rules 2014.

3. The Ministry has received representations from various stakeholders required for grant of one-time opportunity, so as to enable them to complete their pending compliance by filing necessary documents in the MCA-21 registry including annual filings without being subject to higher additional fees on account of any delay.

4.In order to give such an opportunity to the defaulting companies and to enable them to file the belated documents in the MCA-21 registry. the Central Government in the exercise of powers conferred under section 460 read with section 403 of the Companies Act. 2013 has decided to introduce a scheme namely companies fresh start scheme, 2020 (CFSS-2020) condoning. the delay in filling. the above-mentioned documents with the Registrar. Insofar as it relates to charging of additional fees, and granting of immunity from laughing of prosecution or proceedings for imposing the penalty. on account of delays associated with certain fillings. Only normal fees for filing of documents in the MCA-21 registry will be payable in such a case during the currency of CFSS-2020 as per the provisions of section 403 read with companies (Registration offices and fee) Rules. 2014 and section 460 of the Act.

5. In addition. the scheme gives an opportunity to inactive companies to get their companies declared as dormant companies under section 455 of the Act. by filling a simple application at a normal fee. The said provisions enable inactive companies to remain on the register of the minimal compliance requirements.

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