The INSTITUTE OF Company Secretaries of India
MCA: March:2020
24th March, 2020
Shri Injeti Srinivas, IAS
Secretary
Ministry of Corporate Affairs
Government of India
Dr. Rajendra Prasad Road
Shastri Bhawan
New Delhi 110001
Subject: Request for relaxation in filing of forms and certain compliances under the Companies Act, 2013
Sir,
As you are kindly aware that the spread of the Corona Virus (COVID-19) in India, its declaration as pandemic by the World Health Organisation (WHO), has led to the imposition of total lockdown in most of the parts of the nation.
Developments arising due to the spread of the COVID-19 virus have warranted the need for temporary relaxations in compliance requirements under various laws. While fully appreciating the measures undertaken by the Ministry of Corporate Affairs allowing the Companies to hold their Board Meetings through audio visual means even for the restricted items till 30th June 2020, taking cognizance of the gravity of the public health situation, we request your good-self to kindly consider the relaxation of time period for filing of various forms including event based forms and the compliances as given below without levy of additional fees, the due dates of which fall on or around 31st March, 2020:
| S.
No. |
Compliance
|
Details
|
Suggestion
|
| 1. | AOC 4 – NBFC (IND AS ) | Every NBFC falling with IND AS was required to file AOC 4 NBFC (IND AS) as per general circular 02 / 2020 dated 30th January 2020 on or before 31st March 2020 without additional fees. | The date for filing of these forms without additional fee may be suitably extended.
|
| 2. | Form BEN 2 (Return to the Registrar in respect of declaration under section 90) Pursuant to Section 90(4) of the Companies Act, 2013(‘Act’), Rule 4 and rule 8 of the Companies(Significant Beneficial Owners) Rules, 2018) | Every company shall file a return of significant beneficial owners of the company and changes therein with the Registrar containing names, addresses and other details as may be prescribed within such time, in such form and manner as may be prescribed.
Vide Ministry’s General Circulars no.10/2019 dated 24.09.2019 the last date for filing was extended to 31.03.2020 without payment of additional fee. |
The due date for filing of Form BEN 2 and incidental form BEN 1 may be suitably extended. |
| 3. | Spending of CSR Amount Pursuant to Section 135 read with CSR Rules, 2014 | The specified amount is required to be spent under the Corporate Social Responsibility on or before 31st March 2020 | The time may be extended for spending the CSR Amount required to be spent before 31 March 2020. |
| 4. | Various Meetings of Board of Directors / Independent Directors /Committee/ Members as required to be held before end of financial year | In terms of the provisions of Sec 100, Sec 173, Sec 177, Sec 178, Schedule IV etc., there are meetings of Board of Directors/ Independent Directors / Committees/ Members which are required to be held before the end of Financial Year. | These meetings may be allowed to be held via video conferencing or resolution may be allowed to be passed through circulation even for items which are restricted to be transacted by these means. The holding of Annual General Meeting or Extraordinary General Meeting, if mandatorily required during this period then an additional period of 30 days may be allowed to hold the meeting |
| 5. | Receipt of Form DIR-8 Pursuant to Sections164 (2) and 143(3)(g) of the Act | Every Director in each FY to file disclosure of non disqualification with every Company before 31st March every year | The Form related to disqualification of Directors may be allowed to be filed within an extended period . |
| 6. | Filing of event based forms | There are some compliances or filing of forms which may have to be done on or before 31st March depending of happening of an event. The examples of such forms would be Form CHG – 1 & CHG- 4 for charges / Form DIR -12 for change of directors / Form PAS- 3 for allotment of securities / Form- SH 8 for buy back of shares / SH -7 for change of Capital / form MGT -14 for filing of resolutions / Form -20A for commencement of business / INV 28 for filing of various orders etc. | The time limit for filing of these forms may be suitably extended |
| 7. | Resubmission of forms | There might be few forms which might be having a last date for resubmission during this period. | There might be few forms which might be having a last date for resubmission during this period. |
| 8. | Validity of name availability Pursuant to Section 4(5) of the Companies Act read with Rule 9 of the Companies (Incorporation) Rules, 2014 | The validity of name for new Companies (20 days) / LLPs (3 Months) and change of name (60 days) may fall within this period | The time limit of validity of names may be suitably extended. |
| 9. | Payment of Dividend Pursuant to Section 123 and 124 of the Act | The Companies which have declared the Interim dividend recently were required to open a Separate Bank Account within 5 days and make the payment of the same to all the shareholders within 30 days. | As the banks are not fully functioning and there are issues in respect of post and courier in various areas, this time limit may be relaxed subject to earmarking of the funds of dividend. |
There are further compliances which are required to be done at a later stage but depends on the data and information as on 31st March 2020 which also may be considered:
| 1. | Form MSME Pursuant to Order dated 22 January, 2019 issued under Section 405 of the Companies Act, 2013 | Every specified company shall file a return as per MSME Form, by 31st October for the period from April to September and by30th April for the period from October to March. | The time limit for filing of this form for the half year may be suitably extended |
| 2. | Form MBP 1 (Notice of Interest by Director) Pursuant to Section 184 (1) of the Act and rule 9(1) of the Companies (Meetings of Board and its Powers) Rules, 2014. | Every director shall at the first meeting of the Board in which he participates as a director and thereafter at the first meeting of the Board in every financial year or whenever there is any change in the disclosures already made, then at the first Board meeting held after such change, disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals which shall include the shareholding, in such manner as may be prescribed. | The time limit for filing of this form can be suitably extended. |
We shall be pleased to provide any further information in this regard on hearing from your goodself.
Thanking You,
Yours faithfully,
(CS Ashok Kumar Dixit)
Officiating Secretary
CC: Shri KVR Murty
Joint Secretary
Ministry of Corporate Affairs
Government of India
Dr. Rajendra Prasad Road
Shastri Bhawan
New Delhi 110001
