ROC- Corporate Law -MCA- Due Date Calendar- CFSS- LLPSS -2020

The corporate law has brought various new schemes and amendments to the existing scheme in 2020. The various company law compliances are extended due to Covid -19 pandemic.

Article contains summary of recent Important Notification/Circulars/Press Release issued by MCA, Compliance Calendar for Transactions related to F.Y. 2019-20, Detailed Analysis of Companies Fresh Start Scheme 2020 & LLP Settlement Scheme 2020. Article further contains updates related in extended due date due to Covid-19. It also explains AGM & EGM guidelines, MSME revised guidelines etc.

RECENT ANNOUNCEMENTS BY MCA

• Maharashtra PT registration to integrate with Company registration – a company, which has been incorporated under the provisions of the Companies Act, 2013, after the date of commencement of the Maharashtra State Tax on Professions, Trades, Callings and Employments (Amendment) Ordinance, 2020, shall at the time of its incorporation, obtain the certificate of enrollment and certificate of registration under this Act.
• The Ministry of Corporate Affairs has given a moratorium period till 30.09.2020 to file any E Form (which comes under the list of 76 E Forms as prescribed the Ministry of Corporate Affairs) if filed after due date, the additional fees shall not be levied, However it does not mean that the due date of filing such e form has been extended.
• The mandatory requirement of holding meetings of the Board of the companies within prescribed interval provided in the Companies Act 2013, shall be extended by a period of 60 days till next two quarters i.e., till 30th September, 2020.
• Applicability of Companies (Auditor’s Report) Order, 2020 shall be made applicable from the financial year 2020-2021 instead of from 2019-2020 notified earlier. 
• For the year 2019-20, if the Independent director’s of a company have not been able to hold even one meeting, the same shall not be viewed as a violation. 
• The ESI return date extended : The employers are allowed to file the return of Contribution up to 15^th July, 2020 for the contribution period from October, 2019 to March, 2020.
• The requirement to create a Deposit 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.
• The requirement to invest 15% of debentures maturing during a particular year in specified instruments before 30th April 2020can be done before 30th June 2020.
• An additional time of 6 more months shall be allowed to newly incorporated companies are required to file a declaration for Commencement of Business within 6 months of incorporation.
• 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 violation.
• Form PAS – 6, reconciliation of share capital audit report on half yearly basis, has been deployed on 15^th July, 2020. So all the unlisted public companies (except for certain companies) are required to file this form on or before 13^th September, 2020 for the half year ended.
• It has been decided to raise the threshold of default under Insolvency and Bankruptcy Code to Rs 1 crore (from the existing threshold of Rs 1 lakh). This will by and large prevent triggering of insolvency proceedings against MSMEs. If the current situation continues beyond 30th of April 2020, we may consider suspending sections 7, 9 and 10 of the Insolvency and Bankruptcy Code 2016 for a periodof 6 months so as to stop companies at large from being forced into insolvency proceedings in such force major causes of default.
• MSME Guidelines: The new guidelines and limit are effective from 01.07.2020. There is common limit for manufacturing and service enterprise. All existing registered enterprises shall require registering again. The existing enterprises registered prior to June 30, 2020, shall continue to be valid only for a period up to the March 31, 2021. Various other guidelines are stated by government in relation to MSME’s like Udyamregistration, re-classification, etc.

Limit: 

• Various Schemes related to MSME’sinitiated by government:
  • Udyog aadhar memorandum where registration mandatorily requires Aadhar No.
  • Zero effect zero effect where goods that are manufactured for export have to adhere to a certain standard so that they are not rejected or sent back to India. If the goods are exported these are eligible for some rebates and concessions.
  • Quality Management Standards & Quality technology Tools where quality standards are required to be maintained with new technology. Activities are conducted to sensitize the businesses about the new technology available through various seminars, campaigns, activities etc.
  • Grievance Monitoring System
  • Incubation where the projects will get 75% to 80% project cost financed from government.
  • Credit Linked Capital Subsidy Scheme
  • Women Entrepreneurship
• The due dates for the AOC-4 NBFC (Ind AS) & AOC-4 CFS NBFC (Ind AS) has been extended till 30th June 2020 without any additional fees for the Financial Year 2018-19.
• MCA had taken the initiative of releasing and making file Form CAR 2020 (Company Affirmation of Readiness towards COVID-19) is an instant web form for declaration, to be complied by all companies and Limited Liability Partnerships (LLP) on a voluntary basis, which was however discontinued on 14.03.2020.
• Annual general meeting (AGM) Guidelines: The companies have been allowed to conduct Annual General Meeting (AGM) by means of Video Conferencing (VC)/Other Audio Visual Means (OAVM) on account of the threat posed by Covid -19 pandemic during the calendar year 2020.

The guidelines issued are:

• • Such facility must have a capacity to allow at least 1000 members to participate on a first-come-first-served basis. The large shareholders (i.e. shareholders holding 2% or more shareholding), promoters, institutional investors, directors, key managerial personnel, the chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, auditors, etc. may be allowed to attend the meeting without restriction on account of first-come-first-served principle.
  • Attendance of members through VC or OAVM shall be counted for the purpose of reckoning the quorum as per the Act.
  • The facility for joining the meeting shall be kept open at least 15 minutes before the time scheduled to start the meeting and shall not be closed till the expiry of 15 minutes after such scheduled time.
  • At least one independent director (where the company is required to appoint one), and the auditor or his authorized representative, who is qualified to be the auditor shall attend such meeting through VC or OAVM.
  • Only those members who were present in the meeting or present but have not cast their vote and those who are not barred from doing so , can cast their voteshall be allowed through e voting.
  • The facility of appointment of proxies by members will not be available for such meetings. However, representatives shall be allowed.
  • All resolutions passed in accordance with this mechanism shall be filed with the Registrar of Companies within 60 days of the meeting clearly indicating therein that the mechanism provided herein alongwith other provisions of the Act and rules were duly complied with during such meeting.
  • Owing to the difficulties involved in dispatching of physical copies of the financial statements (including Board’s report, Auditor’s report or other documents required to be attached therewith), such statements shall be sent only by email to the members, trustees for the debenture-holder of any debentures issued by the company, and to all other persons so entitled.

Other such detailed guidelines are stated in the circulars released from time to time.

• Extra-Ordinary General Meeting (EGM’s) : It has been decided to allow companies to conduct their EGMs through VC or OAVM or transact items through postal ballot upto 30th September, 2020 in accordance with the framework provided in the various circulars notified from time to time.
• CFSS 2020 –Companies Fresh Start Scheme, 2020 (CFSS) scheme is taken out by the MCA to give relief to the companies from heavy compliance and is valid from 1^stApril 2020 to 30^thSeptember 2020. 
• For DIN holders, the due date for filing DIR-3/DIR-3KYC has been extended by MCA. All the directors of the companies (DIN holders) can activate their DIN by filing the form between 1^stApril 2020 to 30 September 2020, filings after the due date will attract a fine of Rs. 5000.  
• Due dates of filing e-form ACTIVE extended till 30 September 2020. The firms liable must file the form on or before the due date else there is a fine of Rs. 10,000 per filing after the due date.  
• LLP Settlement Scheme 2020 is valid only from 1^st April 2020 to 30^th September 2020.

COMPLIANCE CALENDAR FOR F.Y. 2019-20

COMPANIES FRESH START SCHEME 2020

MCA that has come up with a brand new scheme named Companies Fresh Start Scheme, 2020 (CFSS) in the favor of businesses in India. The scheme is taken out by the MCA to give relief to the companies from heavy compliance and is valid from 1^st April 2020 to 30^th September 2020. Apart from that, MCA has given relaxations to the LLPs by introducing some statutory changes in LLP Settlement Scheme, 2020. The main purpose is to give additional time and compliance relief to a certain extent especially to defaulting companies.

Companies Fresh Start Scheme details:

• The normal filing fees are to be paid without penalty.
• The form E- form CFSS 2020 is required to be filed with MCA.
• E Form to be filed after filling all belated documents mentioning SRN of the e-form.
• No Filing Fee for E Form CFSS-2020.
• Certificate of immunity will be issued by ROC.The company will be immune until 6 months from the date of closure of CFSS 2020.
  • Immunity will be not given to the companies if: If any order is passed by the court is not replied by the company by the way of an appeal.

• • • An appeal is pending for the company.
    • If any disputes (related to the company) are pending with the court.

• While filing E- form CFSS 2020 one can simultaneously file STK-02 for strike of name of company and application for obtaining status of dormant.
• After certificate of immunity, no prosecution or proceedings can be initiated
• Company will withdraw all appeals against any prosecution and ROC will withdraw all the proceedings.

Applicability of Companies Fresh Start Scheme:

• Companies which has not filed Annual Return and Financial Statements to ROC /MCA i.e. Form AOC-4, AOC-4 XBRL, AOC-4 CFS, Form MGT-7.
• Companies which has not filed any E Forms that are required to be filed to ROC /MCA and not filed i.e. Form MGT-14, ADT-1, Form DPT-3 , Form DIR-12, Form 20A, INC 22.

Non- applicability of Companies Fresh Start Scheme:

• Company under Strike off
• Amalgamated Companies(incl. Companies have merged under some arrangement or compromise)
• Applications filed for obtaining Status of Dormant Companies
• Vanishing Companies
• Form SH-7 for Increase in Authorized Share Capital
• Form CHG-1 , CHG-4, CHG-8, CHG-9 related to Charge

Benefits of Companies Fresh Start Scheme:

• Full Waiver for Payment of Additional Fees/ Penalty
• Immunity from launch of prosecution
• Immunity from proceedings for imposing penalty

Forms that can be filed under CFSS 2020:

List of 8 Forms allowed to be filed of Companies Act, 1956 under CFSS -2020

List of 56 Forms allowed to be filed of Companies Act, 2013 under CFSS -2020

LLP SETTLEMENT SCHEME 2020

LLP Settlement Scheme 2020 is a one-time relaxation provided to LLP’s which have defaulted in filing the statutory documents within the required due dates. The scheme was originally valid from 16^th March, 2020 -till 13^thJune, 2020. However, the scheme was modified vide General Circular No 13/2020 dated 30.03.2020.

LLP Settlement Scheme details:

• LLP Settlement Scheme 2020 is valid only from 1 April 2020 to 30 September 2020.
• For defaulting LLPs, the due date for filing all the belated documents is 31 August 2020.
• There are no additional fees other than the normal application fees for filing.
• There will be no prosecution by Registrar against the defaulting firms that have filed all the belated compliances on or before 30 September 2020.
• The norms are non-applicable for LLPs that have nominated their company name to be removed from the Registrar of Companies as per LLP rules 2009.

Applicability of LLP Settlement Scheme, 2020:

• All LLP’s who have defaulted in compliance or all such matters.
• All the forms under the provisions of LLP Act 2008 and LLP Rules 2009 and which were due till 31^st August, 2020.

Non- applicability of LLP Settlement Scheme, 2020:

• LLP’s which have applied to registrar for striking off their name from register.

Benefits of LLP Settlement Scheme, 2020:

• To provide an opportunity to the LLP to make a fresh start as a fully compliant entity.
• To enable the inactive LLP’s to close since the filing of certain forms is a prerequisite before the closure of said LLP.
• To reduce compliance burden and facilitate ease of doing business.

Forms that can be filed under LLPSS 2020:

List of 12 Forms allowed to be filed of LLP Act, 2008 under LLPSS  -2020

We have tried to cover major ciruclars and notifications introduced and applicable for 2020.

This document has just been prepared for the benefit and use for general information and professional basis. Reasonable care has been taken to ensure the accuracy and authenticity of the data.