Relaxations in Companies Act Compliances due to {CoVID19}
Relaxations in Companies Act Compliances due to
{CoVID19}
SERIES 602
In this editorial author shall discuss about:
v Relaxation
given by MCA in Compliances of Companies Act, 2013 due to COVID-19 Situation.
v Amendment
made by MCA due to Pandemic Situation in Country. Relaxations from many Due
Dates for Filing of Forms, holding of Meetings etc.
There were almost 3
Amendment Rules, 13 Circulars and 2 Notification between March 15, 2020 to June 15, 2020.
Details of Relaxations;
|
Year |
Description |
|
30th March |
Relaxation in Due date of Filing of e-forms with
ROC. |
|
19th March |
Relaxation in Holding of Board Meeting through
Video Conferencing for Restricted Matters |
|
24th March |
One Time relaxation for Holding of one Board
Meeting with a gap of 180 days |
|
8th April |
Holding of EGM and AGM through Video Conferencing |
|
21st April |
Holding of AGM till 30th September for
Companies whose financial year ended on 31st December, 2019 |
I.
Relaxation in Due
date of Filing of e-forms with ROC.
Ministry
has issued CFSS, 2020 on 30th March, 2020. This is the biggest
relaxation provided by MCA due to COVID-19.
According
to this scheme if any Company/ LLP having any form pending for filing with ROC
whose due date has been already passed can be file under this Scheme without
any Additional Fees till 30th September, 2020.
i.
E.g. due date of MSME 1 for the half year ended on 31st
March was 30th April. However, if Companies fail to file such form
before the due date, they can file such form without any additional fees till
30th September.
ii.
Eg. Due date of LLP-11 for the financial year ended 31st
March was 30th May. However, if Companies fail to file such form
before the due date, they can file such form without any additional fees till
30th September.
Only one extra compliance is required to be done by
Companies i.e. between October 01, 2020 to March 31, 2021, Companies have to
file e-form CFSS with ROC with SRN of all the forms which filed under this
scheme after due date.
I.
Key Points about Return:
v All
the forms of Companies Act except SH-7 and Charge related form are part of this
scheme.
v No
need to pay any additional fees.
v Ministry
has issued a list of forms covered under this scheme. http://www.mca.gov.in/Ministry/pdf/CFSS2020_02042020.pdf
v Ministry has issued FAQ’s on the scheme.
http://www.mca.gov.in/Ministry/pdf/FAQCFSS_15042020.pdf
II.
Relaxation in Holding
of Board Meeting through Video Conferencing for Restricted Matters.
As per Rule -3 of Companies
(Meetings of Board and its Power) Rules, 2014, A Company shall comply with the
procedure given in this rule, for convening and conducting the Board
meetings through video conferencing or other audio-visual means.
As per Rule 4, The following matters shall not be dealt
with in any meeting held through video conferencing or
other audio-visual means-
I.
the approval of the annual financial
statements;
II.
the approval of the Board’s report;
III.
the approval of the prospectus;
IV.
the Audit Committee Meetings
for consideration of financial statement including consolidated
financial statement if any, to be approved by the Board under sub-section (1)
of section
134 of
the Act]; and
V.
The approval of the matter relating to
amalgamation, merger, demerger, acquisition and takeover.
Provided that where there is
quorum presence in a meeting through the physical presence of directors,
any other director may participate conferencing through video or other audio-visual
means.
Circular Dated:
March 19, 2020
For the period beginning
from the commencement of the Companies (Meetings of Board and its Powers)
Amendment Rules, 2020 and ending on the 30th September, 2O2O,
the meetings on matters referred to in sub-rule ( 1) may be held through video
conferencing or other audio visual means in accordance with rule 3."
However, the above circular provide
Relaxation to Companies to hold Boar Meeting through video conferencing till September
30, 2020 even for finalization of restricted matters.
III.
One Time relaxation
for Holding of one Board Meeting with A gap of 180 days
The mandatory requirement of holding meetings of
the Board of the companies within the intervals provided in section 173 of the
Companies Act, 2013 (CA13) (120 days) stands extended by a period of 60 days
till 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.
II.
If Last Board Meeting held on Feb 28, 2020 then what shall
be the due date of the next meeting?
The due date for the next board meeting is August 26, 2020 i.e. 180 days
from the last meeting.
III.
If Last Board Meeting held on January 02, 2020 then what
shall be the due date of the next meeting?
The due date for the next board meeting is June 30,
2020 i.e. 180 days from the last meeting.
IV.
If Last Board Meeting held on December 25, 2019 then what
shall be the due date of the next meeting?
The due date
for the next board meeting is June 22, 2020 i.e. 180 days from the last
meeting.
IV. Holding of EGM and AGM through Video Conferencing
Ministry has issued the following Circulars:
a.
April 08, 2020: http://www.mca.gov.in/Ministry/pdf/Circular14_08042020.pdf
b.
April13 , 2020:
http://www.mca.gov.in/Ministry/pdf/Circular17_13042020.pdf
c.
May 05, 2020:
http://www.mca.gov.in/Ministry/pdf/Circular20_05052020.pdf
d.
June15, 2020:
http://www.mca.gov.in/Ministry/pdf/Circular22_15062020.pdf
Legally Companies Act, 2013 doesn’t specify any
provisions for allowing the conduct of members’ meetings through video
conferencing (VC) or other audio-visual means
Now,
MCA has issued above-mentioned Circular, which provides Clarification on
Passing Ordinary and Special Resolutions by Companies in EGM/ AGM through Video
Conferencing on account of the threat posed by COVID-19.
According
to above mentioned circulars:
Ø All type of Companies can hold Extra-Ordinary
General Meeting through Video Conferencing till September 30, 2020 as per the
process given in the above circulars.
Ø All type of Companies can hold Annual General
Meeting through Video Conferencing till December 31, 2020 as per the process
given in the above circulars.
V. Holding of AGM till 30th September for Companies whose
financial year ended ON DECEMBER31, 2019
MCA
has issued circular on April 21, 2020 to give relaxation, that if the financial
year of any Company ended on December 31, 2019 they can hold Annual General
Meeting till September 30, 2020 instead
of June 30, 2020.
Author – CS Divesh Goyal,
GOYAL DIVESH & ASSOCIATES Company Secretary in Practice from Delhi and can
be contacted at csdiveshgoyal@gmail.com). ‘
Disclaimer: The entire
contents of this document have been prepared based on the relevant provisions
and as per the information existing at the time of the preparation. Although
care has been taken to ensure the accuracy, completeness and reliability of the
information provided, I assume no responsibility therefore. Users of this
information are expected to refer to the relevant existing provisions of
applicable Laws. The user of the information agrees that the information is not
a professional advice and is subject to change without notice. I assume no
responsibility for the consequences of use of such information.
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EVENT SHALL I SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR INCIDENTAL
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