Indian Corporate Law Archives - Page 2 of 3

SEBI LODR Regulations, SEBI Regulations

31May

SEBI amends Format of compliance report on Corporate Governance by Listed Entities

Security Exchange Board of India (SEBI) vide SEBI Circular No. SEBI/HO/CFD/CMD-2/P/CIR/2021/567 dated May 31, 2021 has notified “Format of compliance report on Corporate Governance by Listed Entities” as per the provisions of Regulation 27(2) of SEBI (LODR) Regulations, 2015 (“Listing Regulations”).

The SEBI has issued a new format for the Compliance Report on Corporate Governance in which it has added a new Annexure – IV.

Companies Act, 2013, Indian Corporate Law

29Mar

MCA amends Schedule III to the Companies Act, 2013

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Ministry of Corporate Affairs (MCA) has made the changes in Schedule III to the Companies Act, 2013 wef 1st April 2021 to ensure more transparency. Schedule III contains the general instructions for preparation of Balance Sheet and Statement of Profit and Loss of a Company. Following are the changes made in the financials/ notes to accounts on account of amendments in Schedule III brought about by MCA:

Indian Corporate Law

29Mar

GSTIN Not Mandatory for MSME Udyam Registration

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Ministry of MSME has, vide its notification dated 05.03.2021, relaxed the condition of having GSTIN as mandatory for registration as MSME and has provided that the exemption from the requirement of having GSTIN shall be as per the provisions of the Central Goods and Services Tax Act, 2017. It further provided that in case of any proprietorship enterprise not registered under any Act or rules of the Central Government or the State Government, the proprietor may use his or her PAN for registration of the enterprise in the Udyam Registration portal and for all other types of enterprises PAN shall be mandatory

5Jun

Suspension of initiation of CIRP for 6 months: Covid-19 Impact

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Government of India vide Insolvency and Bankruptcy Code (Amendment) Ordinance, 2020 dated 5^th June 2020 ¹ has suspended insolvency triggering provisions i.e Section 7, 9 and 10 of the Insolvency and Bankruptcy Code (IBC) in respect of defaults arising on or after 25^th March, 2020 for 6 months or such further period not exceeding 1 year. Ordinance has also clarified that such suspension shall not apply to any default committed before 25^th March, 2020.

MCA extends period for names reserved and Forms resubmission

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Ministry of Corporate Affairs (MCA) has issued a statement on 20 May, 2020 ¹ which states that Names expiring any day between 15th March, 2020 to 31st May would be extended by 20 days beyond 31st May 2020. It has also stated that SRNs where last date of Resubmission (RSUB) falls between 15th March 2020 to 31st May, 2020, additional 15 days beyond 31st May 2020 would be allowed. For details on MCA extends period for names reserved and Forms resubmission, please click the following link.

References

MCA Statement 20 May, 2020[↩]

20May

SEBI Advisory on disclosure of material impact of COVID–19

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The COVID–19 pandemic and the consequent lockdown restrictions imposed by government has severally impacted businesses. SEBI Advisory says that it is important for a listed entity to ensure that all available information about the material impact of COVID-19 on the company and its operations is communicated in a timely and cogent manner to its investors and stakeholders.

Keeping the above in view, Securities and Exchange Board of India (SEBI) vide its circular dated 20 May, 2020 ¹ has issued an advisory regarding disclosure of material impact of Covid-19 pandemic on listed entities. In this advisory, SEBI has provided an illustrative list of information that listed entities should provide to the Stock Exchanges.

SEBI Relaxation from Minimum Public Shareholding requirements

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During the continuance of Covid-19 pandemic, the regulatory authorities are providing relaxation in the various compliances under different laws to ease the corporates. On the same lines, Securities and Exchange Board of India (SEBI) has issued a circular dated May 14, 2020 ¹ vide which it has granted relaxation to the effect that no penal action be taken by Stock Exchange against the listed entities who could not meet the requirements of Minimum Public Shareholding (MPS) during the period March 1, 2020 to August 31, 2020.

Regulation 38 of the Listing regulations requires a listed entity to comply with the minimum public shareholding requirements as specified in rule 19(2) and rule 19A of the Securities Contracts (Regulation) Rules, 1957. However, this provision does not apply to entities listed on institutional trading platform without making a public issue.

NCLT orders to file default record from Information Utility

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National Company Law Tribunal (NCLT) vide its order dated 12 May 2020 has directed to Financial Creditors to file record from Information Utility mandatorily alongwith the new petitions being filed under section 7 of Insolvency and Bankruptcy Code, 2016 (IBC). No new petition shall be entertained without record of default u/s 7 of IBC.

Here, it is pertinent to mention that National E-Governance Services Ltd (NeSL), is India’s first and only Information Utility which is registered with the Insolvency and Bankruptcy Board of India (IBBI) under the aegis of the Insolvency and Bankruptcy Code, 2016 (IBC). The primary role of NeSL is to serve as a repository of legal evidence holding the information pertaining to any debt/claim, as submitted by the financial or operational creditor and verified and authenticated by the other parties to the debt.

Henceforth, default record from National E-Governance Services Ltd (NeSL) is mandatorily required to be annexed with all the petitions being filed u/s 7 of IBC.

In the case of petitions already filed u/s 7 of IBC which are pending for admission, NCLT has also directed to the Authorised Representatives/parties in the case to file default record from Information Utility i.e NeSL before next date of hearing.

Reference:
NCLT Order-File No.25/02/2020-NCLT dated 12^th May 2020

9May

Compliance Relaxations by SEBI amidst COVID-19

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Amidst unprecedented outbreak of pandemic coronavirus (Covid-19), the Securities and Exchange Board of India (SEBI) has granted temporary relaxation to Equity listed entities in relation to compliance with certain deadlines under various provisions of the SEBI regulations. SEBI has granted the said relaxations vide its circulars dated March 19, 2020, March 23, 2020, March 26, 2020, March 27, 2020, and April 13, 2020.

In this article, an effort has been made to consolidate all the above relaxations and present a brief summary stating the due dates and revised due dates in respect of compliances to be done by the Listed Companies whose equity shares are listed on Stock Exchange(s).

8May

MCA relaxations under the Companies Act, 2013: COVID-19 Impact

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Due to outbreak of unprecedented novel coronavirus (COVID – 19) throughout the world including India, lockdowns and unexpected restrictions have been imposed on the public as well on the corporate sector. Companies are likely to face many problems in the timely compliances of various applicable laws. Taking into account the hardships being faced by the companies, Government of India has temporarily relaxed a number of compliances by the companies. Some of the major relaxations given by the Ministry of Corporate Affairs (MCA) under the Companies Act, 2013 are outlined below.

MCA vide its notification dated 19^th March, 2020 has dispensed with the need to conduct physical board meetings till 30^th June, 2020 in relation to matters which are otherwise matters not permitted to be dealt with through video conferencing or other audio visual means under the Companies Act, 2013 and the rules thereunder, including the approval of the annual financial statements, Board’s report, Prospectus, Audit Committee Meetings for consideration of Financial Statement and approval of the matter relating to amalgamation, merger, demerger, acquisition and takeover. Consequently, such meetings may be held through video conferencing or other audio-visual means from 19^th March, 2020 until 30^th June, 2020.