As all the Companies except those belonging to essential commodity sectors has temporarily suspended its manufacturing and operational facilities, in compliance with the directive guidelines to prevent Coronavirus Disease 2019 (COVID-19) issued by the Government of India.
The developments arising due to the spread of the COVID-19 have warranted the need for temporary relaxations in compliance requirements and other facilitation measures. The following facilitation measures are being undertaken by the Regulatory Authorities and also by the Finance Minister in its media release of March 24, 2020, to provide relief to the stakeholders:
[MCA General Circular No. 11/2020]
1. A web based new e-Form Companies Affirmation of Readiness (e-Form CAR) towards COVID-19, which is required to be filed on or before March 30, 2020. The Company has submitted the e-Form CAR endorsing that it is in compliance of COVID-19 guidelines including work from home policy.
2. The Board of Directors / Audit Committee of the Company are given relaxation from observing the maximum gap between two meetings held or proposed to be held between the period December 1, 2019 to June 30, 2020. However, the Board of Directors/ Audit Committee of the Company shall ensure that they meet atleast four times a year.
3. For the period from March 19, 2020 to June 30, 2020, the meetings may be held through video conferencing or other audio visual mean, for the matter(s) previously restricted, which in-alia includes, the approval of financial statement and Board report.
4. For the financial year 2019-20, if the Independent Directors of a Company have not been able to hold a meeting without the attendance of Non-independent directors and members of management, the same shall not be viewed as a violation. However, no relaxation has been granted from evaluation process, the IDs may share their views amongst themselves through telephone or e-mail or any other mode of communication. Further, IDs can also convene their meeting through video conferencing.
5. The Companies (Auditor’s Report) Order, 2020 shall be made applicable from the financial year 2020-21 instead of being applicable from the financial year 2019-2020. [MCA order No. 17/45/2015-CL-V Part I dated March 24, 2020]
6. Extension of timeline for filing in terms of SEBI LODR:
[SEBI circular- SEBI/HO/CFD/CMD1/CIR/P/2020/38 & SEBI/HO/CFD/CMD1/CIR/P/2020/48 dated March 19, 2020 & March 26, 2020 respectively]
| S. No. | Description of Compliance | Frequency | Due Date (actual) | Extended Date |
| 1. | Secretarial Compliance Report | Annual | May 30, 2020 | June 30, 2020 |
| 2. | Financial results – Reg. 33 | Annual | May 30, 2020 | June 30, 2020 |
| 3. | Annual Disclosure by Large Corporates | Annual | May 15, 2020 | June 30, 2020 |
| 4. | Holding of AGM by top 100 listed entities by Market Cap. for FY 2019-20- Reg. 44(5) | Annual | August 31, 2020 | September 30, 2020 |
| 5. | Nomination and Remuneration Committee shall meet atleast once in a year- Reg. 19(3A) | Annual | March 31, 2020 | June 30, 2020 |
| 6. | Stakeholder Relationship Committee shall meet atleast once in a year- Reg. 20(3A) | Annual | March 31, 2020 | June 30, 2020 |
| 7. | Risk Management Committee shall meet atleast once in a year- Reg. 21(3A) | Annual | March 31, 2020 | June 30, 2020 |
| 8. | Compliance certificate on share transfer facility- Reg. 40(9) | Half yearly | April 30, 2020 | May 31, 2020 |
| 9. | Statement of Investor Complaints Reg. 13(3) | Quarterly | April 21, 2020 | May 15, 2020 |
| 10. | Corporate Governance Report- Reg. 27(2) | Quarterly | April 15, 2020 | May 15, 2020 |
| 11. | Shareholding Pattern- Reg. 31 | Quarterly | April 21, 2020 | May 15, 2020 |
| 12. | Publication of advertisement in newspapers- Reg. 47 | Event based | Exemption for all events scheduled till May 15, 2020. | |
7. No additional fees shall be charged for late filing during a moratorium period from April 1, 2020 to September 30, 2020, in respect of any document, return, statement etc., required to be filed in the MCA-21 Registry, irrespective of its due date.
8. The Government of India has notified COVID-19 as disaster, accordingly spending of CSR funds for COVID-19 is eligible CSR activity. [MCA circular no. 10/2020 dated March 23, 2020].
9. Non-compliance of minimum residency in India for a period of at least 182 days by at least one director of every company, shall not be treated as a non-compliance for the financial year 2019-20.
10. Newly incorporated companies are required to file a declaration for Commencement of Business (CoB) within 180 days of incorporation, an additional period of 180 more days has been allowed for this compliance, i.e. the certificate of CoB has to be filed within 180+180 days.
11. No relaxation for creation of Debenture Redemption Reserve has been granted. As of now, atleast 15% of the debentures maturing during the year ending March 31, is to be deposited in DRR by June 30, 2020 instead of April 30, 2020.
12. The Companies having aggregate annual turnover of less than Rs. 5 Crore, may file GSTR-3B for the month of March, April and May 2020 by the last week of June, 2020 and no interest, late fee, and penalty will be levied.
Other Companies can file the returns due in March, April and May, 2020 by last week of June, 2020 but the same would attract reduced rate of interest @9% per annum from 15 days after due date (current interest rate is 18% per annum). No late fee and penalty to be charged, if complied before till June 30, 2020.
13. Date for filing GST annual returns of FY 18-19, which is due on 31st March, 2020 is extended till the last week of June 2020.
14. Date for opting for composition scheme is extended till the last week of June, 2020. Further, the last date for making payments for the quarter ending March 31, 2020 and filing of return for 2019-20 by the composition dealers will be extended till the last week of June, 2020.
15. Due date for issue of notice, notification, approval order, sanction order, filing of appeal, furnishing of return, statements, applications, reports, any other documents, time limit for any compliance under the GST laws where the time limit is expiring between 20th March 2020 to 29th June 2020 shall be extended to 30th June 2020.
16. Necessary legal circulars and legislative amendments to give effect to the aforesaid GST relief shall follow with the approval of GST Council.
17. Payment date under Sabka Vishwas Scheme shall be extended to 30th June, 2020. No interest for this period shall be charged if paid by June 30, 2020.
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