COMPANIES (REMOVAL OF NAMES OF COMPANIES FROM THE REGISTER OF COMPANIES) AMENDMENT RULES, 2020

Companies (Removal of Names of Companies from the Register of Companies) Amendment Rules, 2020.

MINISTRY OF CORPORATE AFFAIRS (MCA) vide Gazette ID CG-DL-E-29062020-220254 and G.S.R. 420(E) dated 29^th June, 2020 has issued and published the Companies (Removal of Names of Companies from the Register of Companies) Amendment Rules, 2020  further to amend the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016.

Key Highlights:

1. Applicability: with effect from date of publication in the Official Gazette i.e. 29.06.2020.

2. Following provisions added in Rule 4 (3) (i) in the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016

Rule 4 : Application for removal of name of company.—

Rule 4 (3) (i) : The application in Form STK 2 shall be accompanied by –

(i) indemnity bond duly notarised by every director in Form STK 3; 

Provisions Added:

Provided that in case of a ─

(a) Government company in which the entire paid up share capital is held by the Central Government, or by any State Government or Governments or by the Central Government and one or more State Governments; or

(b) subsidiary of a Government company, referred to in clause (a), in which the entire paid up share capital is held by that Government company,

-          a duly notarised indemnity bond in Form STK-3A shall be given by an authorised representative, not below the rank of Under Secretary or its equivalent, in the administrative Ministry or Department of the Government of India or the State Government, as the case may be, on behalf of the company‖.

3. Insertion in Serial No. 4 in Form STK 2, in the list of attachments

the words “or by an authorised representative of administrative Ministry/Department in Form No. STK – 3A” shall be inserted.

4. Form No. STK – 3A (Indemnity Bond) introduced.

Format of Form No. STK-3A 

Form No. STK – 3A

Indemnity Bond

(To be drawn on Stamp Paper of appropriate value) (To be given by the Authorised Representative of the administrative Ministry/Department)

[Pursuant to the proviso to clause (i) of sub-rule (3) of rule 4 of the Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016]

To,

The Registrar of Companies

I, the authorised representative* of the ……………………………… (name of the administrative Ministry/Department) for the ……………………….. (mention name of the Government company), incorporated on……………………under the Companies Act, 2013 or Companies Act, 1956 having its registered office at……………………, do hereby declare that the Government of India/State (name of the State to be mentioned in case the administrative Ministry/Department belongs to a State) hereby undertakes to indemnify : -

(i) the claimants for all lawful claims against the company arising in future after the striking off the name of the company;

(ii) any person for any losses that may arise pursuant to striking off the name of the company;

(iii) the claimants for all lawful claims and liabilities, which have not come to notice up to this stage, and if any claim arises or observed even after the name of the company has been struck off in terms of section 248 of the Companies Act, 2013.

          Date

            Place

Signature:

Official Seal:

Name, Father’s name, Address and Designation:

* Authorisation received from the administrative Ministry/Department to furnish this Indemnity Bond shall be attached with this Form.

Link: http://egazette.nic.in/WriteReadData/2020/220254.pdf

Disclaimer:

IN NO EVENT THE AUTHOR SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR INCIDENTAL DAMAGE RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS INFORMATION.

THIS HAS BEEN SHARED FOR KNOWLEDGE PURPOSES ONLY.

ONLINE EPF TRANSFER PROCESS

ONLINE EPF TRANSFER PROCESS

Employees' Provident Fund Organization (EPFO), India Ministry of Labour & Employment, Government of India has issued Instructions for transfer online EPF during this Pandemic situation (COVID-19)"

In case of change of Job, it is important to switch EPF account from previous employer to the new employer.

·        Prerequisites:

           i.            must have active UAN (Universal Account Number)

         ii.             If UAN is inactive, kindly activate at https://unifiedportal-mem.epfindia.gov.in/memberinterface

       iii.            UAN Holders details should be updated which includes such as Aadhaar details, Bank details etc.

       iv.            details can be checked in the 'KYC' option under the 'Manage' tab after logging in to your account.

         v.            Mobile number should be active.

       vi.            at least one of the employer's - previous / present - DSC must  be registered on the portal

    vii.             PF number of both past and present employers are registered on the EPFO database

·        Documents required for EPF transfer

ü  Valid ID proof (Aadhaar, PAN card, or driver’s licence)

ü  Revised Form 13

ü  UAN

ü  Mobile phone with registered SIM

ü  Current employer’s details

ü  Bank account number (salary account)

ü  Old and new PF account details

·        How to transfer EPF Online:

1. Login to Member Interface of Unified Portal https://unifiedportalmem.epfindia.gov.in/memberinterface

2. Login with your UAN and Password

3. Click on “Online Services” and then click “One Member – One EPF Account (Transfer request)”

4. Verify “Personal information” and “PF Account “ for present Employer

5. Click on “Get details” and view PF Account details of previous employment.

6. Click to select Employer (Previous / Current) for Attestation.

7. Click on “Get  OTP” (OTP will be send on UAN Registered Mobile Number)

8. Enter the OTP and click “Submit”

Tracking ID will be reflected post successful submission.

Unified Members Portal:

https://unifiedportal-mem.epfindia.gov.in/memberinterface

Tracking Mechanism to check the status of online transfer of EPF account

1. UAN Holder will track the status through the Member e-SEWA portal.

2. Click option - 'Track Claim Status' under the 'Online Services' Tab.

Conclusion

This whole transfer process has to be done to reduce overall tax liability from the balance accumulated in two separate accounts (Account with Previous and New Organization). An EPF account becomes inactive after leaving a job. The status of the form is changed to ‘approved’ by the employer post Employer approval. The Process is simple and easy and generally, it took a period of two months to complete the whole transfer process.

Disclaimer:

IN NO EVENT THE AUTHOR SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR INCIDENTAL DAMAGE RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS INFORMATION

MSME INVESTMENT AND TURNOVER CALCULATION CRITERIA - NOTIFIED

MSME INVESTMENT AND TURNOVER CALCULATION CRITERIA - NOTIFIED

MINISTRY OF MICRO, SMALL AND MEDIUM ENTERPRISES (MSMED) vide Gazette Id no. CG-DL-E-26062020-220191 and S.O. 2119(E). dated 26^th June 2020 has officially notified criteria for CALCULATION OF INVESTMENT AND TURNOVER UNDER MSME.

1. Composite criteria of investment and turnover for classification.--

(1) A composite criterion of investment and turnover shall apply for classification of an enterprise as micro, small or medium.

(2) If an enterprise crosses the ceiling limits specified for its present category in either of the two criteria of investment or turnover, it will cease to exist in that category and be placed in the next higher category but no enterprise shall be placed in the lower category unless it goes below the ceiling limits specified for its present category in both the criteria of investment as well as turnover.

(3) All units with Goods and Services Tax Identification Number (GSTIN) listed against the same Permanent Account Number (PAN) shall be collectively treated as one enterprise and the turnover and investment figures for all of such entities shall be seen together and only the aggregate values will be considered for deciding the category as micro, small or medium enterprise.

2. Calculation of investment in plant and machinery or equipment.--

1. The calculation of investment in plant and machinery or equipment will be linked to the Income Tax Return (ITR) of the previous years filed under the Income Tax Act, 1961.

2. In case of a new enterprise, where no prior ITR is available, the investment will be based on self-declaration of the promoter of the enterprise and such relaxation shall end after the 31st March of the financial year in which it files its first ITR

3. The expression ―plant and machinery or equipment‖ of the enterprise, shall have the same meaning as assigned to the plant and machinery in the Income Tax Rules, 1962 framed under the Income Tax Act, 1961 and shall include all tangible assets (other than land and building, furniture and fittings).

4. The purchase (invoice) value of a plant and machinery or equipment, whether purchased first hand or second hand, shall be taken into account excluding Goods and Services Tax (GST), on self-disclosure basis, if the enterprise is a new one without any ITR

5. The cost of certain items specified in the Explanation I to sub-section (1) of section 7 of the Act shall be excluded from the calculation of the amount of investment in plant and machinery

3. Calculation of turnover.--

1.       Exports of goods or services or both, shall be excluded while calculating the turnover of any enterprise whether micro, small or medium, for the purposes of classification.

2.       Information as regards turnover and exports turnover for an enterprise shall be linked to the Income Tax Act or the Central Goods and Services Act (CGST Act) and the GSTIN.

3.     The turnover related figures of such enterprise which do not have PAN will be considered on self-declaration basis for a period up to 31st March, 2021 and thereafter, PAN and GSTIN shall be mandatory.

Link: http://egazette.nic.in/WriteReadData/2020/220191.pdf

Disclaimer:

IN NO EVENT THE AUTHOR SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR INCIDENTAL DAMAGE RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS INFORMATION

SEBI RELAXATION OF TIME GAP BETWEEN TWO BOARD / AUDIT COMMITTEE MEETINGS TILL 31ST JULY 2020

SEBI Relaxation of time gap between two board / Audit Committee meetings TILL 31^ST JULY 2020

Securities Exchange Board of India (SEBI) vide Notification No. SEBI/HO/CFD/CMD1/CIR/P/2020/110 dated 26^th June, 2020 has come out with Relaxation of time gap between two board / Audit Committee meetings of listed entities owing to the CoVID-19 pandemic in exercise of the powers conferred under Section 11(1) of the Securities and Exchange Board of India Act, 1992 read with Regulation 101 of the LODR Regulations and is subject to the provisions of the Companies Act, 2013, rules made and circulars issued thereunder

Ø  The Circular was issued to:

1.      All listed entities

2.      All Recognized Stock Exchanges

Ø Previous Extension:

1. Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/38 dated March 19, 2020

Link: https://www.sebi.gov.in/legal/circulars/mar-2020/relaxation-from-compliance-with-certain-provisions-of-the-sebi-listing-obligations-and-disclosure-requirements-regulations-2015-due-to-the-covid-19-virus-pandemic_46360.html

SEBI has given Relaxation under regulations 17(2) and 18(2)(a) of the SEBI (LODR) Regulations, 2015:

·         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.

·         the board of directors / Audit Committee shall ensure that they meet at least four times a year, as stipulated under regulations 17(2) and 18(2)(a) of the LODR

In other words we can say that SEBI has relaxed only the provisions related to maximum time gap between two meetings.

This relaxation was provided for the meetings held/proposed to be held between the period December 1, 2019 and June 30, 2020.

Further Relaxation from SEBI

SEBI has decided to:

1. extension of maximum time gap between two board/Audit Committee meetings as provided by circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/38 dated March 19, 2020 is further extended till July 31, 2020..

Kindly note that:

The board of directors and audit committees of listed entities shall ensure that they meet atleast four times a year, as stipulated under Regulations 17(2) and 18(2)(a) of the LODR Regulations.

Ø  Applicability of this Circular: shall come into force with immediate effect.

Link of the Circular:

https://www.sebi.gov.in/legal/circulars/jun-2020/relaxation-of-time-gap-between-two-board-audit-committee-meetings-of-listed-entities-owing-to-the-covid-19-pandemic_46945.html

Disclaimer:

IN NO EVENT THE AUTHOR SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR INCIDENTAL DAMAGE RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS INFORMATION.

MCA EXTENDED TIMELINE FOR NAME RESERVATION AND RESUBMISSION FORMS – BEYOND 30TH JUNE 2020

MCA EXtended TIMELINE for Name RESERVation AND RESUBMISSION FORMS – Beyond 30^th June 2020

·         Overview

In view of the situation arising due to COVID-19 pandemic and extended lockdown period, Ministry of Corporate Affairs vide notification / circular  dated 22^nd day of June, 2020 has issued Circular with respect to PERIOD/DAYS OF EXTENSION FOR NAMES RESERVED AND RESUBMISSION OF FORMS BEYOND 30^th JUNE 2020.

Several representations have been received from stakeholders with regard to difficulty in incorporation / resubmission of incorporation forms due to COVID-1 9

Ø  Relaxation given:

PERIOD/DAYS OF EXTENSION FOR NAMES RESERVED AND RESUBMISSION OF FORMS

S. No.	Issue description	Period/Days of Extension
1	Names reserved for 20 days for new company incorporation. SPICe+ Part B needs to be filed within 20 days of name reservation.	Names expiring any day between 15th March 2020 to 30th June would be extended by 20 days beyond 30th June 2020.
2	Names reserved for 60 days for change of name of company. INC-24 needs to be filed within 60 days of name reservation.	Names expiring any day between 15th March 2020 to 30th June would be extended by 60 days beyond 30th June 2020.
3	Extension of RSUB validity for companies.	SRNs where last date of Resubmission (RSUB) falls between 15th March 2020 to 30th June 2020, additional 15 days beyond 30th June 2020 would be allowed. However, for SRNs already marked under NTBR, extension would be provided on case to case basis. Note: Forms will not get marked to (Not to be taken on Record)’NTBR’ due to non-resubmission during this extended period as detailed above. It also includes IEPF Non-STP e-Forms ( IEPF3, IEPF-5 and IEPF-7)
4	Names reserved for 90 days for new LLP incorporation/change of name. FiLLiP/Form 5 needs to be filed within 90 days of name reservation.	Names expiring any day between 15th March 2020 to 30th June would be extended by 20 days beyond 30th June 2020.
5	RSUB validity extension for LLPs.	SRNs where last date of resubmission (RSUB) falls between 15th March 2020 to 30th June, additional 15 days would be allowed from 30th June 2020 for resubmission. However, for SRNs already marked under NTBR, extension would be provided on case to case basis. Note: Forms will not get marked to (Not to be taken on Record)’NTBR’ due to non-resubmission during this extended period as detailed above
6.	Extension for marking IEPF-5 SRNs to ‘Pending for Rejection u/r 7(3)’ and ‘Pending for Rejection u/r 7(7)’	SRNs where last date of filing eVerification Report (for both Normal as well as Resubmission filing) falls between 15th March 2020 to 30th June 2020, would be allowed to file the form till 30th Sep 2020. However, for SRNs already marked under ‘Pending for Rejection u/r 7(3)’ and ‘Pending for Rejection u/r 7(7)’, extension would be provided on case to case basis Note: Status of IEPF-5 SRN will not change to ‘Pending for Rejection u/r 7(3)’ and ‘Pending for rejection u/r 7(7)’ till 30th Sep’20.

Read MCA Circular at:

http://www.mca.gov.in/Ministry/pdf/Extension_22042020.pdf

Disclaimer:

IN NO EVENT THE AUTHOR SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR INCIDENTAL DAMAGE RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS INFORMATION.