| SR.NO |
ACT |
RELAXATION NORMS |
| 1 |
Companies Act, 2013 |
- The time limit for filing form NFRA-2 for the reporting period
Financial Year 2018-2019 has been extended to 210 days from the date
of deployment of this form on website of National Financial
Reporting Authority (NFRA).
- The last date for registration of Independent Directors in the
Data Bank of Independent Directors has been extended from five
months to seven months, i.e. within 7 months from 1st December 2019.
Thus the extended date for the registration would be on or
before 30th June, 2020.
- MCA has extended the time period of additional 20 days for the
following transactions with respect to the names expiring on any day
between 15th March 2020 to 3rd May 2020:
a. Filing of Spice + Part B by the companies whose name has
been reserved,
b. Filing of INC-24 in case the name has been reserved for
change of name of Company,
Further, an additional 15 days period will be allowed
for resubmission of the forms where the last date of resubmission of
forms for companies falls between 15th March 2020 to 3rd May 2020.
However, for SRNs already marked under NTBR (Not to be taken on
Record), extension would be provided on case to case basis.
- The time frame to hold Annual General Meeting (AGM) for the
companies whose Financial Year (other than first Financial Year) has
ended on December 31, 2019 has been extended, such Companies can now
hold AGM within the period of 9 months from closure of current
Financial year (i.e.September 30, 2020) and the same shall not be
considered as the violation of law.
- Extraordinary General Meeting (EGM), may be held through
Video-Conferencing or Other Audio Visual Means and notice can be
sent through e-mail only. Companies which are mandatorily required
to provide e-voting, shall provide the same for voting during and
other companies can obtain approval by show of hands or poll through
email, as may be applicable.
- Notice of EGM shall contain disclosures of framework provided in
the Circular, clear instructions on how to access and participate in
the meeting. It should also provide a helpline number to provide
assistance to Shareholders.
- Postal Ballot can also be undertaken only through e-voting by
companies where e-voting is mandatory. No need to send physical
ballots to members.
- DIN holders of DINs marked as ‘Deactivated’ due to non-filing
of DIR-3KYC/DIR-3 KYC-Web and those Companies whose compliance
status has been marked as “ACTIVE non-compliant†due to non-filing
of Active Company Tagging Identities and
Verification (ACTIVE) e-form can file DIR-3KYC/DIR-3KYC-Web/ACTIVE
as the case may be between 1st April, 2020 to 30th September,
2020 without any filing fee of INR 5,000/INR 10,000 respectively.
- To grant relief from levy of additional fees on filing of
Forms with ROC, MCA has introduced Companies Fresh Start Scheme,
2020. Under the Scheme, Eligible Companies are allowed completion of
belated filing without payment of any additional fees. Tenure of
Scheme is from April 01, 2020 till September 30, 2020. The CFSS
form shall be available on the MCA portal with effect from October
01, 2020 till March 31, 2021 for filing purposes.
- 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.
- For the period April 01, 2020 till September 30, 2020, board
meetings can be held with a gap of 180 days.
- 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 have 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.
- Last date of creating deposit repayment reserves (20%)
and debenture redemption reserves (15%) has been extended from
April 30, 2020 to June 30, 2020.
- An additional period of 180 more days is allowed to newly
incorporated companies which are required to file a declaration for
Commencement of Business within '180 days of incorporation under
section 10A of the Companies Act, 2013.
- 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 Companies Act, 2013 shall not be treated as a
non-compliance for the financial Year 2019-20.
- For the period beginning from the commencement of the Companies
(Meetings of Board and its Powers) Amendment Rules, 2020 and ending
on the 30th June, 2020, the meetings on matters referred to in
sub-rule (1) i.e. Matters Not to be Dealt With in a Meeting Through
Video Conferencing or Other Audio Visual Means may be held through
video conferencing or other audio visual means.
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| 2 |
Limited Liability Partnership
Act, 2008 |
- MCA has extended the time period of additional 20 days for the
following transactions with respect to the names expiring on any day
between 15th March 2020 to 3rd May 2020 for Filing of FiLLiP/Form
5 in case of name reserved for incorporation or change of name of
name of LLP. Further, an additional 15 days period will be allowed
for resubmission of the forms where the last date of resubmission of
forms for LLPs falls between 15th March 2020 to 3rd May 2020.
However, for SRNs already marked under NTBR (Not to be taken on
Record), extension would be provided on case to case basis.
- To grant relief from levy of additional fees on filing of Forms
with ROC, MCA has introduced LLP Settlement Scheme, 2020. Under the
Scheme, Eligible LLPs are allowed completion of belated filing
without payment of any additional fees. Tenure of Scheme is from
April 01, 2020 till September 30, 2020.
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| 3 |
Insolvency And Bankruptcy Code,
2016 |
- The Central Government specifies One Crore as the minimum amount
of default for initiating insolvency proceedings.
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| 4 |
Foreign Exchange Management Act,
1999 |
- Timelines for realization and repatriation of export
proceeds has been increased from 9 months to 15 months from the date
of export. The said relaxation has been provided for the exports
made up to or on 31st July, 2020.
- Foreign Direct investment in India from a foreign entity
incorporated in or where the beneficial owner of such an investment
into India is situated in/ is a citizen of any such country which
shares the border with India can now be made only through
the Government approval route.
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| 5 |
SEBI (Listing Obligations And
Disclosure Requirements) Regulations, 2015 |
- Regulation 44(5) of the LODR requires top 100 listed entities by
market capitalization to hold their Annual General Meeting (AGM)
within a period of five months from the date of closing
of the financial year. SEBI had relaxed this requirement by one
month for listed entities whose financial year ends on March 31,
2020. Thus, the Companies can now hold AGM on or before September
30, 2020. The top 100 listed entities by market capitalization whose
financial year ended on December 31, 2019 may hold their AGM within
a period of nine months from the closure of the financial year
(i.e., by September 30, 2020).
- Regulation 29 (2) of LODR specifies that stock exchanges
need to be provided prior intimation about meetings of the
board (excluding the date of the intimation and date of the meeting)
as follows:
a. at least 5 days before the meeting if financial results are
to be considered;
b. 2 working days in other cases.
For the board meetings to be held till July 31, 2020 the above
requirement under Regulation 29(2) of LODR of prior intimation of 5
days / 2 working days has been reduced to 2 days.
- Regulation 39 (3) of LODR requires listed entities to
submit information regarding loss of share certificates and
issue of the duplicate certificates, to the stock exchange within
two days of its getting information. SEBI has relaxed this
information to be given for the period between March 01, 2020 to May
31, 2020.
- SEBI has clarified that authentication / certification of
any filing / submission made to stock exchanges under LODR may
be done using digital signature certifications until June 30, 2020.
- SEBI has relaxed the requirements relating to publication of
advertisements in newspapers as required under Regulation 47 and
similar requirement that applies to entities which have listed
their NCDs and NCRPS as required under Regulation 52(8)of LODR
Regulations till May 15, 2020.
- Regulation 40(9) requires the listed entity to ensure that the
share transfer agent and/or the in-house share transfer facility, as
the case may be, produces a Certificate from Practicing Company
Secretary on timely issue of share certificates within one month of
the end of each half of the financial year. SEBI has provided a
relaxation w.r.t quarter/financial year ending on March 31, 2020 and
thus the extended due date for the quarter/financial year ending
March 31, 2020 shall be May 31, 2020.
- SEBI has provided a period of relaxation of 3 months for the
yearly meeting of Nomination and Remuneration Committee,
Stakeholders Relationship Committee and Risk Management
Committee. The Committees can now hold meeting on or before June 30,
2020.
- SEBI has extended the effective date of the circular dated
January 22, 2020 relating to the Standard Operating Procedure (SoP)
on imposition of fines and other enforcement actions for
non-compliances with provisions of the LODR, the effective date of
operation of which was for compliance periods ending on or after
March 31, 2020. The said circular shall now come into force with
effect from compliance periods ending on or after June 30, 2020.
- A relaxation of 60 days has been provided for issuance and
filings for issuers who have listed /propose to list their
Non-Convertible Debentures (NCDs) / Non-Convertible Redeemable
Preference Shares (NCRPS)/ Commercial Paper(s). The extended date
for the issuance where the Audited Financials are available as on
September 30, 2019 shall be on or before May 31, 2020.
- For Large Corporate-Initial Disclosure which is due within 30
days from the beginning of the Financial Year and Annual
Disclosure which is due within 45 days from the end of the Financial
Year, a period of relaxation of 60 days and 45 days has been granted
respectively. The extended due date for the Initial Disclosure and
Annual Disclosure shall be June 30, 2020.
- With respect to Regulation 52 (1) and (2) relating
to preparation and submission of Financial results on a half yearly
basis within forty five days from the end of the half year and its
annual audited results within sixty days from the end of the
financial year to the recognised stock exchange(s), a period of
relaxation of 45 days and 30 days has been granted. The extended due
date shall be June 30, 2020.
- A period of relaxation of 45 days has been granted for the
filing of Investor Grievance Report as per Municipal Bond which has
to be filed within 30 working days from end of Half Year, the
extended due date shall be June 30, 2020.
- For the quarterly submission of Accounts maintained by Issuers
under ILDM Regulations within 45 days from the end of the quarter
a period of relaxation of 45 days has been granted. The same is now
to be submitted on or before June 30, 2020.
- A relaxation of 1 month has been granted for Regulation 7(3)
relating to compliance certificate on share transfer facility. The
extended date for the same shall be May 31, 2020.
- The extended due date with regards to Regulation 13(3) relating
to Statement of Investor complaints shall be May 15, 2020.
- With respect to Regulation 24A relating to Secretarial
Compliance report, the extended due date shall be June 30, 2020.
- For Regulation 27(2) relating to Corporate Governance report a
relaxation of 1 month has been granted by SEBI. The extended due
date shall be May 15, 2020.
- With respect to Regulation 31 relating to Shareholding
Pattern, the extended due date shall be May 15, 2020.
- The board of directors and Audit Committee of the listed entity
are exempted from observing the maximum stipulated time gap between
two meetings for the meetings held or proposed to be held between
the period December 1, 2019 and June 30, 2020. However, the board of
directors / Audit Committee shall ensure that they meet at least
four times a year.
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