Circulars issued by MCA during recent times in order to provide resolution to difficulties faced by stakeholders due to COVID -19 under Companies Act 2013 and LLP Act 2008.

 

Sl No Date &   circular Number Heading Contents in brief Circular
1 Notification 19th March 2020 Companies (Meetings of Board and its Powers) Amendment Rules, 2020. Matters for which BM can be held through VC Rules-19032020.pdf
2 General Circular No. 10/2020 dated 23.03.2020 Clarification on spending of CSR funds for COVID-19. Self-explanatory Covid_23032020.pdf
3 General Circular No. 11/2020 dated 24.03.2020 Special Measures under Companies Act, 2013 (CA-2013) and Limited Liability Partnership Act, 2008 in view of COVID-19 outbreak -No additional fees shall be charged for late filing during a moratorium period from 01st April to 30th September 2020, in respect of any document, return, statement etc., required to be filed in the MCA-21 Registry, irrespective of its due date.

-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.

-CARO, 2020 shall be made applicable from the financial year 2020-2021 instead of being applicable from the financial year 2019-2020 notified earlier.

- As per Para Vll (1) of Schedule lV to the CA-13, lndependent 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.

- Requirement under section 73(2)(c) of CA-13 to create the deposit repayment reserve of 20% of deposits maturing during the financial year 2020-21 before 30th April 2020 shall be allowed to be complied till 30th June 2020.

- Requirement to invest or deposit at least 15% of amount of debentures maturing in specified methods of investments or deposits before 30th April 2020, may be complied with till 30th June 2020.

- Newly incorporated companies are required to file a declaration for Commencement of Business within ‘180 days of incorporation under section 10A of the CA-13. An additional period of 180 more days is allowed for this compliance.

-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 CA-1 3 shall not be treated as a non-compliance for the financial year 2019-20.

Circular_11_2020.pdf
4 General Circular No. 12/2020 dated 30.03.2020 Companies Fresh Start Scheme, 2020 (CFSS-2020) (MCA) has come up with the ‘Companies Fresh Start Scheme 2020’ to enable companies make good of any filing-related defaults, irrespective of duration of default, and make a fresh start as a fully compliant entity. Benefit can be availed during the period starting from 1st April, 2020 and ending on 30th September, 2020. Circular12_30032020.pdf
5 General Circular No. 13/2020 30.03.2020 Modification to LLP Scheme 2020  MCA has also revised the ‘LLP Settlement Scheme, 2020’, which is in vogue today. The USP of both the schemes is a one-time waiver of additional filing fees for delayed filings by the companies or LLPs with the Registrar of Companies during the period of the Schemes, i.e. during the period starting from 1st April, 2020 and ending on 30th September, 2020. Circular13_30032020.pdf
6 General Circular No. 14/202008.04.2020 Clarification on passing of ordinary and special resolutions by companies under the Companies Act,2013 and rules made thereunder on account of the threat posed by Covid-19. *MCA Allows companies to hold Extraordinary General Meetings through VC or OAVM complemented with e-Voting facility/simplified voting through registered emails without requiring the shareholders to physically assemble at a common venue till June 30, 2020.*

1. MCA allows listed companies or companies with 1,000 shareholders or more which are required to provide e-voting facility under the Companies Act, 2013 to conduct EGM through VC/ OAVM and e-Voting.

2. For other companies, a highly simplified mechanism for voting through registered emails has been put in place for easy compliance.

3. The facility for the appointment of proxies has been dispensed with, while representatives of bodies corporate will continue to get appointed for participation in such meetings.

4. Further, all resolutions passed through this framework will be required to filed with the RoC within 60 days, so that such resolutions may be viewed publicly.

 

Circular14_08042020.pdf
7 General Circular No. 15/2020 dated 13.04.2020 COVID-19 related FAQs on CSR Self-explanatory Gen circular 15_2020.pdf
8 General Circular No. 16/2020dated 13.04.2020 filings under section 124 and section 125 of the Companies Act 2013 r/w IEPFA (Accounting, Audit, Transfer and Refund) Rules 2016 in view of emerging situation due to outbreak of COVID– 19. MCA had already allowed filing of various forms without additional fees till 30th September 2020 by issuing General circular 11/2020 &12/2020.therefore necessary relaxation insofar as filing various other IEPF forms concerned has been already provided.therefore stakeholders may plan other associated action accordingly. Circular16_13042020.pdf
9 General Circular No. 17/2020 dated 13.04.2020 Clarification on passing of ordinary and special resolutions by companies under the Companies Act, 2013 and rules made thereunder on account of the threat posed by Covid-19. -Manner and mode of issue of notices to members before convening the general meeting.

- Requirement for voting by show of hand.

-Passing of certain items only through postal ballot without convening a general meeting.

Circular17_13042020.pdf
10 General Circular No. 18/2020 dated 21.04.2020 Holding of AGMs by companies whose financial year ended on 31st December, 2019  The companies whose financial year (other than first financial year) has ended on 31st December, 2019, hold their AGM for such financial year within a period of nine months from the closure of the financial year (i.e. by 30th September, 2020), the same shall not be viewed as a violation. The references to due date of AGM or the date bv which the AGM should have been held under the Act or the rules made thereunder can be construed accordingly. Circular18_21042020.pdf
11. Update 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) eform are encouraged to become compliant once again in pursuance of the General Circular No. 11 dated 24th March, 2020 & General Circular No.12 dated 30th March 2020 and 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 5000/INR 10000 respectively.
12 Period/Days of Extension For Names Reserved And Resubmission of Forms Period Days of Extension for Names Reserved And Resubmission of Forms.pdf
13 MCA had issued an circular dated 5th May 2020 General Circular No. 20/2020 clarifying that companies can conduct AGM through video conference or other audio visual means (OAVM) during Calendar year 2020 subject to fulfillment of conditions specified in circular. General Circular no.20/2020 dated 5th May 2020. Circular20_05052020.pdf