Legal Updates

Corporate Compliance calendar for the month of November, 2019

Drafted by CS Lalit Rajput

ABOUT ARTICLE :

This article contains various Compliance requirements under Statutory Laws. Compliance means “adhering to rules and regulations.” 

Compliance Requirement Under 

  1.   Income Tax Act, 1961 
  2.   Goods & Services Tax Act, 2017 (GST)
  3.   Other Statutory Laws 
  4.   Foreign Exchange Management Act, 1999 (FEMA)
  5. SEBI (Listing Obligations And Disclosure Requirements) (LODR) Regulations, 2015
  6. SEBI Takeover Regulations 2011
  7.   SEBI (Prohibition of Insider Trading) Regulations, 2015
  8.   SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018
  9. SEBI (Buyback of Securities) Regulations, 2018
  10. Companies Act, 2013 (MCA/ROC and LLP Compliance)
  11. Investor Education and Protection Fund
  • COMPLIANCE REQUIREMENT UNDER INCOME TAX ACT, 1961
Applicable Laws/Acts Due Dates Compliance Particulars Forms/ (Filing mode)
Income Tax Act, 1961 07.11.2019 Due date for deposit of Tax deducted/collected for the month of October, 2019. 

However, all sum deducted/collected by an office of the government shall be paid to the credit of the Central Government on the same day where tax is paid without production of an Income-tax Challan​​

TDS & TCS
Income Tax Act, 1961 14.11.2019 Due date for issue of TDS Certificate for tax deducted under section 194-IA in the month of September, 2019. 194-IA
Income Tax Act, 1961 14.11.2019 ​Due date for issue of TDS Certificate for tax deducted under section 194-IB in the month of September, 2019.​​ 194-IB
Income Tax Act, 1961  

15.11.2019

Quarterly TDS certificate (in respect of tax deducted for payments other than salary) for the quarter ending September 30, 2019​

Quarterly TDS certificate
Income Tax Act, 1961  

15.11.2019

 

​Due date for furnishing of Form 24G by an office of the Government where TDS/TCS for the month of October, 2019 has been paid without the production of a challan​​

Form 24G
Income Tax Act, 1961  

 

15.11.2019

​Due date for furnishing statement in Form no. 3BB by a stock exchange in respect of transactions in which client codes been modified after registering in the system for the month of October, 2019​  Form no. 3BB
Income Tax Act, 1961  

 

30.11.2019

 

​Due date for furnishing of challan-cum-statement in respect of tax deducted under section 194-IA in the month of October, 2019​

Statement for tax deducted u/s 194-IA
Income Tax Act, 1961  

30.11.2019

 

​Due date for furnishing of​ challan-cum-statement in respect of tax deducted under section 194-IB in the month of October, 2019

Statement for tax deducted u/s 194-IB
Income Tax Act, 1961  

30.11.2019

​Annual return of income for the assessment year 2019-20 in the case of an assessee if he/it is required to submit a report under section 92E pertaining to international or specified domestic transaction(s) Annual Return
Income Tax Act, 1961  

30.11.2019

​Audit report under section 44AB for the assessment year 2019-20 in the case of an assessee who is also required to submit a report pertaining to international or specified domestic transactions under section 92E Audit report under section 44AB 
Income Tax Act, 1961 30.11.2019 ​Report to be furn​ished in Form 3CEB in respect of international transaction and specified domestic transaction Form 3CEB
Income Tax Act, 1961 30.11.2019 ​​

Report in Form No. 3CEAA by a constituent en​tity of an international group for the accounting year 2018-19​

Form No. 3CEAA
Income Tax Act, 1961 30.11.2019 ​Country-By-Country Report in Form No. 3CEAD by a parent entity or an alternate reporting entity or any other constituent entity, resident in India, for the accounting year 2018-19.​ Form No. 3CEAD
Income Tax Act, 1961 30.11.2019 ​Statement of income distribution by Venture Capital Company or venture capital fund in respect of income distributed during previous Year 2018-19 (Form No. 64)  Form No. 64
Income Tax Act, 1961 30.11.2019 ​Statement to be furnished in Form No. 64D by Alternative Investment Fund (AIF) to Principal CIT or CIT in respect of income distributed (during previous year 2018-19) to units holders​​ Form No. 64D
Income Tax Act, 1961 30.11.2019 ​Due date to exercise option of safe harbour rules for international transaction by furnishing Form 3CEFA​​ Form 3CEFA​
Income Tax Act, 1961 30.11.2019 ​Due date to exercise option of safe harbour rules for specified domestic transaction by furnishing Form 3CEFB​​ Form 3CEFB
Income Tax Act, 1961 30.11.2019 ​Due date for filing of statement of income distributed by business trust to unit holders during the financial year 2018-19. This statement is required to be filed electronically to Principal CIT or CIT in form No. 64A​ form No. 64A​
Income Tax Act, 1961 30.11.2019 ​Due date for e-filing of report (in Form No. 3CEJ) by an eligible investment fund in respect of arm’s length price of the remuneration paid to the fund manager.​ Form No. 3CEJ
Income Tax Act, 1961 30.11.2019 ​Application in Form 9A for exercising the option available under Explanation to section 11(1) to apply income of previous year in the next year or in future (if the assessee is required to submit return of income on November 30, 2019) Form 9A
Income Tax Act, 1961 30.11.2019 ​Statement in Form no. 10 to be furnished to accumulate income for future application under section 10(21) or 11(1) (if the assessee is required to submit return of income on November 30, 2019) Form no. 10
Income Tax Act, 1961 30.11.2019 ​Submit copy of audit of accounts to the Secretary, Department of Scientific and Industrial Research in case company is eligible for weighted deduction under section 35(2AB) [if company has any international/specified domestic transaction] weighted deduction
Income Tax Act, 1961 30.11.2019 ​​Statement by scientific research association, university, college or other association or Indian scientific research company as required by rules 5D, 5E and 5F (if due date of submission of return of income is November 30, 2019)​
Income Tax Act, 1961 30.11.2019 ​Due date for claiming foreign tax credit, upload statement of foreign income offered for tax for the previous year 2018-19 and of foreign tax deducted or paid on such income in Form no. 67. (if due date of submission of return of income is November 30, 2019).​​ Form no. 67

 

  • NOTE:
  • PAN-AADHAAR LINKING DEADLINE EXTENDED TO DECEMBER 31, 2019

The Ministry of Finance, in a notification dated September 28, announced that it has extended the deadline to link PAN with Aadhaar to December 31, 2019. Earlier this deadline was September 30, 2019.

Source: https://incometaxindia.gov.in/news/notification_75_2019.pdf 

  • COMPLIANCE  REQUIREMENT UNDER GOODS & SERVICES TAX ACT,  (GST) 2017
Applicable Laws/Acts Due Dates Compliance Particulars Forms/ (Filing mode)
GST, Act, 2017
10.11.2019    
Form GSTR-7 {TDS Deductor)  GSTR-7
GST, Act, 2017 10.11.2019 Form GSTR-8 (for the month of October 2019) -TCS Collector (Summary of Tax Collected at Source (TCS) and deposited by E-commerce operators under GST laws) GSTR – 8
GST, Act, 2017 11.11.2019 Return of outward supplies of taxable goods and/or services for the Month of October 2019 (for Assesses having turnover exceeding 1.5 Cr.) Monthly Return. GSTR – 1
GST, Act, 2017 13.11.2019 Due date for Furnishing return of October 2019 by Input Service Distributors (ISD) GSTR – 6
GST, Act, 2017 20th of the succeeding Payment of self-assessed tax (Payment of tax shall be made by 20th of the month succeeding the month to which the liability pertains.) PMT-08
GST, Act, 2017 18 months after end of the quarter for which refund is to be claimed Application for Refund RFD-10
GST, Act, 2017 20.11.2019 Summary of outward taxable supplies and tax payable by Non-Resident taxable person & OIDAR respectively.(for the month of October, 2019) GSTR-5 & GSTR – 5A
GST, Act, 2017 20.11.2019 Simple GSTR return for the month of October, 2019 GSTR – 3B
GST, Act, 2017 30.11.2019 Annual Returns for FY 2017-18 GSTR-9, 

GSTR-9A & GSTR-9C

GST, Act, 2017 3 months of the registration cancellation date or order cancellation date, whichever comes late A taxable person who opts for cancellation of GST registration has to file a final return under GST law in form GSTR-10 within three months. GSTR – 10
GST, Act, 2017 28TH of the month following the month in which an inward supply is received by the UIN holders Statement of inward supplies by persons having Unique Identification Number (UIN) GSTR – 11

 

  • KEY UPDATE(s):
  1. Online processing of refund applications and single authority disbursement implemented. (https://www.gst.gov.in/newsandupdates/read/322)
  2. Government has issued various forms for GST related compliances to be made by taxpayers and for taking actions on them by tax officials. Various forms issued for registration, filing returns or refunds etc. have been made available on the GST Portal. (https://www.gst.gov.in/newsandupdates/read/323)
  • GST UPDATES AS ON 30.09.2019:
Sl. No. Notification(s) Notification No. Link(s)
1. Seeks to prescribe the due date for furnishing of return in FORM GSTR-3B for the months of October, 2019 to March, 2020. 44/2019-Central Tax ,dt. 09-10-2019 http://www.cbic.gov.in/htdocs-cbec/gst/notfctn-44-central-tax-english-2019.pdf 
2. Seeks to prescribe the due date for furnishing FORM GSTR-1 for registered persons having aggregate turnover of up to 1.5 crore rupees for the quarters from October, 2019 to March, 2020. 45/2019-Central Tax ,dt. 09-10-2019 http://www.cbic.gov.in/htdocs-cbec/gst/notfctn-45-central-tax-english-2019.pdf 
3 Seeks to prescribe the due date for furnishing of return in FORM GSTR-1 for registered persons having aggregate turnover more than 1.5 crore rupees for the months of October, 2019 to March, 2020. 46/2019-Central Tax ,dt. 09-10-2019 http://www.cbic.gov.in/htdocs-cbec/gst/notfctn-46-central-tax-english-2019.pdf 
4 Seeks to make filing of annual return under section 44 (1) of CGST Act for F.Y. 2017-18 and 2018-19 optional for small taxpayers whose aggregate turnover is less than Rs 2 crores and who have not filed the said return before the due date. 47/2019-Central Tax ,dt. 09-10-2019 http://www.cbic.gov.in/htdocs-cbec/gst/notfctn-47-central-tax-english-2019.pdf
5 Seeks to amend notification No. 41/2019 – Central Tax, dated the 31st August, 2019. 48/2019-Central Tax ,dt. 09-10-2019 http://www.cbic.gov.in/htdocs-cbec/gst/notfctn-48-central-tax-english-2019.pdf
6 Seeks to carry out changes in the CGST Rules, 2017. 49/2019-Central Tax ,dt. 09-10-2019 http://www.cbic.gov.in/htdocs-cbec/gst/notfctn-49-central-tax-english-2019.pdf
7 Seeks to extend the last date for filing of FORM GST CMP-08 for the quarter July-September 2019 by four days from 18.10.2019 till 22.10.2019. 50/2019-Central Tax ,dt. 24-10-2019 http://www.cbic.gov.in/htdocs-cbec/gst/notfctn-50-central-tax-english-2019.pdf 

 

  • COMPLIANCE UNDER OTHER STATUTORY LAWS
Applicable Laws/Acts Due Dates Compliance Particulars Forms / (Filing mode)
EPF  (The  Employees’ Provident Funds And Miscellaneous Provisions Act, 1952) 15.11.2019 PF Payment for             October, 2019 ECR
ESIC (Employees’ State  Insurance Act, 1948) 15.11.2019 ESIC Payment for October , 2019 ESI CHALLAN
Maharashtra Professional Tax 30.11.2019 Monthly Return for October 2019 PT PAYMENT

 

  • QUICK REVIEW ON COMPLIANCE PARTICULARS:
Sl. No. Name of the Act(s) Compliance Particulars
1. Factories Act 1948
  • Annual returns and half year returns submitted on time with correct details
  • All story statutory registers are maintained
  • Appointment of Safety Officer, Welfare Officer, if applicable, and its qualification matching as per the act
  • Canteen, Creche, rest room facilities are available
2. Contact Labor Act 1970
  • First check if this act is applicable to factory and to contractor. General rule say it is applicable for more than 20 contract workers. But it differs differs from state to state
  • Principal Employer Registration, all contractor are listed on RC
  • Contractor have valid License
  • Contractor have submitted all dues like PF, ESIC, PT, LWF on time.
3 Payment of Gratuity Act 1972:
  • Gratuity are paid to left employees who have completed 5 years
  •  Company have authorised one managerial personnel in  organisation to receive all notice, letter, communication, etc
4. Payment of Bonus Act 1965
  • Bonus are paid on time. Returns submitted, register are maintained
5. Payment of Wages 1936

and Minimum Wages Act 1948:

  • All registers are maintained
  • Payment of Wages are done on time.
  • Wages are paid above minimum wages.
  • COMPLIANCES UNDER FEMA / RBI
Applicable Laws/Acts Due Dates Compliance Particulars Forms / (Filing mode)
FEMA ACT 1999 on or before 31.07.2019(due date extended from 15.07.2019 to 31.07.2019)

Can be filed after due date  with late fees charges

FLA Return is required to be submitted mandatorily by all the India resident companies which have received FDI and/ or made ODI in any of the previous year(s), including current year required to be filed by the companies, who holds foreign assets or liabilities in their financial statements as on 31 March. Annual Return on Foreign Liabilities and Assets

(FLA Return)

FEMA ACT 1999 Monthly Basis  External Commercial BorrowingsBorrowers are required to report all ECB transactions to the RBI on a monthly basis through an AD Category – I Bank in the form of ‘ECB 2 Return’. ECB 2 Return
 

 

FEMA ACT 1999

Not later than 30 days from the date of issue of shares After issue of shares or other eligible securities, the Indian company has to file Form FC-GPR
 

 

 

FEMA ACT 1999

With in 60 days from the date of receipt of the amount of consideration. Reporting of transfer of shares and other eligible securities between residents and non-residents and vice- versa is to be made in Form FC-TRS. Form FC-TRS.
 

 

 

 

 

FEMA ACT 1999

With in Six (6) months {receive share certificates or any other documentary evidence of investment in the foreign JV / WOS as an evidence of investment and submit the same to the designated AD within 6 months;} An Indian Party and a Resident Individual making an overseas investment is required to submit form ODI(Overseas investments (or financial commitment) in Joint Ventures (JV) and Wholly Owned Subsidiaries (WOS)) Form ODI

 

  1. COMPLIANCE REQUIREMENT UNDER SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) (LODR) REGULATIONS, 2015
FILING MODE(s) : 

    • For BSE : BSE LISTING CENTRE
  • For NSE : NEAPS Portal
  • Half Yearly Compliances
Sl. No. Regulation No. Compliance Particular Compliance Period(Due Date)
1.  Regulation 33(SME) Un audited Financial Results within 45 days & Audited finance within 60 days April to Sep : 14th day of November

Oct to March: & Full year Audited:

30th May 

 

  • Annual Compliances
Sl. No. Regulation No. Compliance Particular Compliance Period(Due Date)
1 Regulation 14 Listing fees & other Charges   Payment manner as specified by the Board of by Recognised Stock Exchange.  
2 Regulation 34*(shall be amended w.e.f. April 2019) Annual Report Within 21 working days from the AGM Date
3.  Regulation 34(1)(a) a copy of the annual report sent to the shareholders along with the notice of the annual general meeting not later than the day of commencement of dispatch to its shareholders; Within one days from Dispatch to shareholder
4.  Annual report in XBRL mode

16 may 2019

BSE CIRCULAR’

https://www.bseindia.com/corporates/Displaydata.aspx?Id=7a3c8414-03fa-4976-8579-db3f8fc8d2bc&Page=cir 

Filings in respect of Annual Report has to be done by all listed entities in XBRL mode in addition to the currently used PDF mode mandatorily, for periods ending March 31, 2019. Same time limit of Regulation 34
5. Regulation 34(1)(b) in the event of any changes to the annual report, the revised copy along with the details of and explanation for the changes shall be sent not later than 48 hours after the annual general meeting. Within 48 hours after AGM
6. Regulation 36 The listed entity shall send annual report referred to in to the holders of securities, not less than twenty-one days before the annual general meeting. 21 days Before AGM (in soft or hard copy)

 

  • Event based Compliances  
Sl. No. Regulation No. Compliance Particular Compliance Period(Due Date)
1. Regulation 7 (5) Intimation ofappointment  / Change of Share Transfer Agent. Within 7 days of Agreement withRTA. 
  2. Regulation 17(2) Meeting of Board of Directors The board of directors shall meet at least 4 times a year, with a maximum time gap of 120 days between any two meetings. 
3. Regulation 18(2) Meeting of the audit committee  The audit committee shall meet at least 4 times in a year and not more than 120 days shall elapse between two meetings.
4. Regulation 29 Notice for Board Meeting to consider the prescribed matters. The Company shall give an advance notice of: a) at least 5 days for Financial Result as per Regulation 29 1 (a) 

b) in case matters as stated in regulation 29 1 (b) to (f) –

 2 Working days in advance(Excluding the date of the intimation and date of the meeting) to Stock Exchange.

c)  11 working days in case matter related to alteration in i) Securities ;ii) date of interest or redemption of Debenture / bond as per regulation 29(3) (a) ,(b).

5 Regulation 30  Outcome of Board Meeting (Schedule III Part A- (4) within 30 minutes of the closure of the meeting
  6. Regulation 31 Holding of specified securities and shareholding pattern Reg. 31(1)(a):1 day prior to listing of its securities on the stock exchange(s);Reg. 31(1)(c):within 10 days of any capital restructuring of the listed entity resulting in a change exceeding 2 % of the total paid-up share capital.
7. Regulation 39 Issuance of Certificates or Receipts/Letters/Advices for securities and dealing with unclaimed securities. Reg. 39(2): The listed entity shall issue certificates or receipts or advices, as applicable, of subdivision, split, consolidation, renewal, exchanges, endorsements, issuance of duplicates thereof or issuance of new certificates or receipts or advices, as applicable, in cases of loss or old decrepit or worn out certificates or receipts or advices, as applicable within 30 days from the date of such lodgement.

Reg. 39(2): The listed entity shall submit information regarding loss of share certificates and issue of the duplicate certificates, to the stock exchange within 2 days of its getting information.

8. Regulation 40 Transfer or transmission or transposition of securities After due verification of the documents, the Listed Company shall register transfers of its securities in the name of the transferee(s) and issue certificates or receipts or advices, as applicable, of transfers; or issue any valid objection or intimation to the transferee or transferor, as the case may be, within a period of 15 days from the date of such receipt of request for transfer: Transmission  requests are processed for securities held in dematerialized mode and physical mode within 7 days and 21 days respectively, after receipt of the specified documents
9. Regulation 43 Declaration of Dividend The company has to declare and disclose the dividend on per share basis only.
10 Regulation 46 Company Website:.Listed entity shall disseminate the information as stated in Regulation 46 (2) Shall update any change in the content of its website within 2   working days from the date of such change in content.
11. Regulation 50 Intimation to stock exchange(s). Listed Company shall give prior intimation at least 11 working days before the date on and from which the interest on debentures and bonds, and redemption amount of redeemable shares or of debentures and bonds shall be payable. 
12. Regulation 57 Other submissions to stock exchange(s). Listed Company shall submit a certificate to the stock exchange within 2 days of the interest or principal or both becoming due that it has made timely payment of interests or principal obligations or both in respect of the non convertible debt securities. 
13. Regulation 82 Intimation and filings with stock exchange(s). Intention to issue new securitized debt instruments either through a public issue or on private placement basis :

Reg. 82(2) : Intimation of Meeting 

at least  2 working days in advance, excluding the date of the intimation and date of the meeting, regarding the meeting of its board of trustees, at which the recommendation or declaration of issue of securitized debt instruments or any other matter affecting the rights or interests of holders of securitized debt instruments is proposed to be considered 

14. SCHEDULE IIIPART A: DISCLOSURES OF EVENTS OR INFORMATION: SPECIFIED SECURITIES Events which shall be disclosed without any application of the guidelines for materiality as specified in sub-regulation (4) of regulation (30)  (7B) In case of resignation of an independent director of the listed entity, within 7 days from the date of resignation, the following disclosures shall be made to the stock exchanges by the listed entities as mentioned in 7B (i), 7B(ii) & 7B(iii).
15. Regulation 106J Period of subscription and issue of allotment letter. A rights issue shall be open for subscription in India for a period as applicable under the laws of its home country but in no case less than 10 days.
16. Regulation 108 Application for Listing. The issuer / the issuing company, shall, make an application for listing, within 20 days from the date of allotment, to one or more recognized stock exchange(s) along with the documents specified by stock exchange(s) from time to time.
17. Regulation 23 Corporate governance requirements with respect to subsidiary of listed entity The listed entity shall submit within 30 days from the date of publication of its standalone and consolidated financial results for the half year, disclosures of related party transactions on a consolidated basis, in the format specified in the relevant accounting standards for annual results to the stock exchanges and publish the same on its website.
18. Regulation 24A Secretarial Audit Every listed entity and its material unlisted subsidiaries incorporated in India shall undertake secretarial audit and shall annex with its annual report, a secretarial audit report, given by a company secretary in practice, in such form as may be specified with effect from the year ended March 31, 2019.

On or before: 30th day of May

(within 60 days from the Closure of FY)

19. Regulation 23(9) The listed entity shall submit within 30 days from the date of publication of its standalone and consolidated financial results for the half year, disclosures of related party transactions on a consolidated basis, in the format specified in the relevant accounting standards for annual results to the stock exchanges and publish the same on its website. Disclosure Of Related Party Transactions Pursuant To Regulation 23(9) Of The SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 WITHIN 30 days from the date of publication of Financial Results (for half year )
20. SEBI CIRCULAR NOV 26, 2018https://www.sebi.gov.in/legal/circulars/nov-2018/fund-raising-by-issuance-of-debt-securities-by-large-entities_41071.html  Initial Disclosure to be made by an entity identified as a Large Corporate.Within 30 days  from the beginning of  the FY

Annual Disclosure to be made by an entity  identified as a LC

To be submitted to the Stock Exchange(s) within 45 days of the end of the FY)

APRIL 30Annexure A

MAY 15

Applicable for FY2020and 2021

Annexure B1

MAY 15

Applicable from FY2022 onwards 

Annexure B2

21.  Regulation 30 (6) read with Para A of Part A of Schedule III (except sub para 4 of with Para A of Part A of Schedule III The listed entity shall first disclose to stock exchange(s) of all events, as specified in Part A of Schedule III, or information as soon as reasonably possible and not later than twenty four hours from the occurrence of event or information: 

Provided that in case the disclosure is made after twenty four hours of occurrence of the event or information, the listed entity shall, along with such disclosures provide explanation for delay

Example :

Proceedings of Annual and extraordinary general meetings of the listed entity.

24 hours of Occurrence of event
22. SCHEDULE III

PARTA A

(SUB CLAUSE 7A)

In case of resignation of the auditor of the listed entity, detailed reasons for resignation of auditor, as given by the said auditor, shall be disclosed by the listed entities to the stock exchanges as soon as possible but not later than twenty four hours of receipt of such reasons from the auditor 24 hours of Occurrence of event
23.  SCHEDULE III

PARTA A

(SUB CLAUSE 7B)

In case of resignation of an independent director of the listed entity, within seven days from the date of resignation, the following disclosures shall be made to the stock exchanges by the listed entities within 7 days from the date of resignation
24. Regulation 37(1) Draft Scheme of Arrangement & Scheme of Arrangement before for obtaining Observation Letter or No-objection letter, before filing such scheme with any Court or Tribunal, in terms of requirements specified by the Board or stock exchange(s) from time to time. Before filling the same with any court or tribunal
25. Regulation 37(1) read with Section 31 of the Insolvency Code, No need to follow Regulation 37 & 94 if restructuring proposal approved as part of a resolution plan by the Tribunal under section 31 of the Insolvency Code, subject to the details being disclosed to the recognized stock exchanges within one day of the resolution plan being approved within one day of the resolution plan being approved
26. Regulation 42(2) The listed entity shall give notice in advance of atleast seven working days (excluding the date of intimation and the record date) to stock exchange(s) of record date specifying the purpose of the record date. (Refer 42(1) Record date) 7 working days (excluding the date of intimation and the record date)
27. Regulation 44(3) The listed entity shall submit to the stock exchange, within forty eight hours of conclusion of its General Meeting, details regarding the voting results in the format specified by the Board. within 48 hours of conclusion of its General Meeting
28. Regulation 31A Re-classification of status of a promoter/ person belonging to promoter group to public

an application for re-classification to the stock exchanges has been made by the listed entity consequent to the following procedures and not later than thirty days from the date of approval by shareholders in general meeting:

Not later than 30 days of general Meeting
29. Regulation 50(1)

(Debt OR Non-Convertible Redeemable Preference Shares Or Both)

Intimation to stock exchange(s).

Listed Company shall give prior intimation at least 11 working days before the date on and from which the interest on debentures and bonds, and redemption amount of redeemable shares or of debentures and bonds shall be payable.

at least 11 working days
30. Regulation 50(3)

(Debt OR Non-Convertible Redeemable Preference Shares Or Both)

The listed entity shall intimate to the stock exchange(s), at least two working days in advance, excluding the date of the intimation and date of the meeting, regarding the meeting of its board of directors, at which the recommendation or declaration of issue of non convertible debt securities or any other matter affecting the rights or interests of holders of non convertible debt securities or non convertible redeemable preference shares is proposed to be considered. at least 2 working days in advance, excluding the date of the intimation and date of the meeting
31. Regulation 52 (1) and (2)

(Debt OR Non-Convertible Redeemable Preference Shares Or Both)

Financial Result

The listed entity shall prepare and submit un-audited or audited financial results on a half yearly basis in the format as specified by the Board within forty five days from the end of the half year to the recognised stock exchange(s)

Unaudited: 45 days from half end

Audited: 60 days of half end

Sumbit The Copy Of Fr To Debenture Trustees On Same Day After Submission To Stock Exchange

32. Regulation 52(5)

(Debt OR Non-Convertible Redeemable Preference Shares Or Both)

The listed entity shall, within seven working days from the date of submission of the information required under sub- regulation (4),ie information submitted with Financial Results submit to stock exchange(s), a certificate signed by debenture trustee that it has taken note of the contents. 7 working days of FR
33. Regulation 57

(Debt OR Non-Convertible Redeemable Preference Shares Or Both)

Other submissions to stock exchange(s).

Listed Company shall submit a certificate to the stock exchange within 2 days of the interest or principal or both becoming due that it has made timely payment of interests or principal obligations or both in respect of the non convertible debt securities.

within 2 days
34. Regulation 60(2)

(Debt OR Non-Convertible Redeemable Preference Shares Or Both)

The listed entity shall give notice in advance of atleast seven working days (excluding the date of intimation and the record date) to stock exchange(s) of record date specifying the purpose of the record date. (Refer 60(1) Record date) 7 working days (excluding the date of intimation and the record date)
35. Regulation 78(2)

(Obligations of listed entity which has listed its indian depository receipts)

Record date

The listed entity shall give notice in advance of at least four working days to the recognised stock exchange(s) of record date specifying the purpose of the record date.

at least 4 working days
36. Regulation 82

(Obligations Of Listed Entity Which Has Listed Its Securitised Debt Instruments)

Intimation and filings with stock exchange(s).

Intention to issue new securitized debt instruments either through a public issue or on private placement basis :

Reg. 82(2) : Intimation of Meeting

at least  2 working days in advance, excluding the date of the intimation and date of the meeting, regarding the meeting of its board of trustees, at which the recommendation or declaration of issue of securitized debt instruments or any other matter affecting the rights or interests of holders of securitized debt instruments is proposed to be considered

At least  2 working days in advance
37. Regulation 87(2)

(Obligations of listed entity which has listed its indian depository receipts)

Record date

The listed entity shall give notice in advance of atleast seven working days (excluding the date of intimation and the record date) to the recognised stock exchange(s) of the record date or of as many days as the Stock Exchange may agree to or require specifying the purpose of the record date.

at least 7 working days(excluding the date of intimation and the record date)
38. Regulation 87B

(Obligations Of Listed Entity Which Has Listed Its Security Receipts)

The listed entity shall first disclose to stock exchange(s) of all events or information, as specified in Part E of Schedule III, as soon as reasonably possible but not later than twenty four hours from occurrence of the event or information:

Provided that in case the disclosure is made after twenty four hours of occurrence of the event or information, the listed entity shall, along with such disclosures provide explanation for the delay

24 hours of Occurrence of event
39. Regulation 87E

(Obligations Of Listed Entity Which Has Listed Its Security Receipts)

Record date

The listed entity shall give notice in advance of atleast seven working days (excluding the date of intimation and the record date) to the recognised stock exchange(s) of the record date or of as many days as the Stock Exchange may agree to or require specifying the purpose of the record date.

at least 7 working days (excluding the date of intimation and the record date)

 

  1. SEBI Takeover Regulations 2011
Sl. No. Regulation No. Compliance Particular Compliance Period(Due Date)
1 Regulation 30(1) Every person, who together with persons acting in concert with him, holds shares or voting rights entitling him to exercise 25% or more of the voting rights in a target company, shall disclose their aggregate shareholding and voting rights as of the 31st day of  March, in such target company in such form as may be specified. Disclosures shall be made within seven (7) working days from the end of each financial year to;

  • 1) every stock exchange where the shares of the target company are listed; and
  • 2) the target company at its registered office. 
2 Regulation 30(2) The promoter of every target company shall together with persons acting in concert with him, disclose their aggregate shareholding and voting rights as of the thirty-first day of March, in such target company in such form as may Disclosures shall be made within seven (7) working days from the end of each financial year to;

  • 1) every stock exchange where the shares of the target company are listed; and
  • 2) the target company at its registered office. 
3. Regulation 31(1) read with Regulation 28(3) of Takeover Regulations

AUGUST 7, 2019 CIRCULAR

https://www.sebi.gov.in/legal/circulars/aug-2019/disclosure-of-reasons-for-encumbrance-by-promoter-of-listed-companies_43837.html 

The promoter of every listed company shall specifically disclose detailed reasons for encumbrance if the combined encumbrance by the promoter along with PACs with him equals or exceeds: a) 50% of their shareholding in the company; or b) 20% of the total share capital of the company, within 2 (two) working days

 

  1. SEBI (Prohibition of Insider Trading) Regulations, 2015
Sl. No. Regulation No. Compliance Particular Compliance Period

(Due Date)

1 Regulation 7(2)

“Continual Disclosures” 

Every promoter, employee and director of every company shall disclose to the company the number of such securities acquired or disposed of within two trading days of such transaction if the value of the securities traded, whether in one transaction or a series of transactions over any calendar quarter, aggregates to a traded value in excess of ten lakh rupees (10,00,000/-) or such other value as may be specified; Every company shall notify; within two trading days of receipt of the disclosure or from becoming aware of such information

 

  1. SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 
Sl. No. Regulation No. Compliance Particular Compliance Period(Due Date)
1 Schedule XIX – Para (2) of ICDR

Read with Reg 108 of SEBI LODR

“The issuer shall make an application for listing from the date of allotment, within such period as may

be specified by the Board from time to time, to

one or more recognized stock exchange(s)”.

In regard to above, it is specified that Issuer shall

make an application to the exchange/s for listing

in case of further issue of equity shares from the

date of allotment within 20 days (unless

otherwise specified).

Within 20 days from the date of allotment
2 Regulation 162 The tenure of the convertible securities of the issuer shall not exceed eighteen months from 

the date of their allotment.

Within 18 monts from date of allotment
3 SEBI CIRCULAR

Aug 19, 2019

https://www.sebi.gov.in/legal/circulars/aug-2019/non-compliance-with-certain-provisions-of-sebi-issue-of-capital-and-disclosure-requirements-regulations-2018-icdr-regulations-_43941.html 

Application  for trading approval to the stock exchange

Listed  entities  shall make  an application  for trading approval to the stock exchange/s within 7 working days from the date of grant of listing approval by the stock exchange/s.

Within 7 working days from grant of date of listing approval
4 Regulation 295(1) Completion of Bonus Issue:

 

Within 15 days from the date of approval  of the issue by its board of directors – in 

cases where shareholders’ approval for  capitalization of profits or reserves  for 

making the bonus issue is not required

 

Within  2 months  from the date  of the meeting of its board of directors wherein 

the  decision  to announce  bonus issue was  taken subject to shareholders’ 

approval  – in cases  where issuer is  required to seek shareholders’ approval for capitalization of profits or reserves for  making the bonus issue.

 

Within 15 days from Board Approval ( where shareholder approval is not required)

Within 2 months from Board Approval ( where shareholder approval is required)

 

  1. SEBI (Buyback of Securities) Regulations, 2018 (Buyback Regulations)

 

Sl. No. Regulation No. Compliance Particular Compliance Period(Due Date)
1 Regulation 11 and 24(iv) Extinguishment of equity shares in connection with Buyback 

The  particulars  of the security certificates  extinguished and destroyed shall be furnished by the company to the stock exchanges where the shares or  other specified securities of the company are listed within seven days of extinguishment and destruction of the certificates

7  days  of extinguishment and destruction of the certificates

Note:

SEBI has issued the Master Circular for Depositories which is a compilation of the relevant circulars/communications issued by SEBI up to March 31, 2019, and shall come into force from the date of its issue i.e 25-10-2019. 

References in the circular to the Statutes/Regulations which now stand repealed have been suitably updated. The Master Circular is a compilation of all the existing/applicable circulars issued by the Market Regulation Department of SEBI pertaining to Depositories. Further, In case of any inconsistency between the Master Circular and the applicable circulars, the content of the relevant circular shall prevail. This Master Circular shall supersede all previous Master Circular issued on the said subject.

Source: https://www.sebi.gov.in/legal/master-circulars/oct-2019/master-circular-for-depositories_44773.html 

  

  1. COMPLIANCE REQUIREMENT UNDER COMPANIES ACT, 2013 AND RULES MADE THEREUNDER;
Applicable Laws/Acts Due Dates Compliance Particulars Forms / Filing mode
Companies Act, 2013 Within 180 Days From The Date Of Incorporation Of The Company As per Section 10 A (Commencement of Business) of the Companies Act, 2013, inserted vide the Companies (Amendment) Ordinance, 2018 w.e.f. 2nd November, 2018, a Company Incorporated after the ordinance and having share capital shall not commence its business or exercise any borrowing powers unless a declaration is filed by the Director within 180 days from the date of Incorporation of the Company with the ROC.http://www.mca.gov.in/Ministry/pdf/CompaniesFourthAmendmentRules_19122018.pdf   MCA E- Form INC 20A
Companies Act, 2013 First declaration within 90 days from the date of notification Dt. 08.02.2019

( i.e.  On or before 8th of May, 2019)

A person having Significant beneficial owner shall file a declaration to the reporting companyhttp://www.mca.gov.in/Ministry/pdf/CompaniesOwnersAmendmentRules_08020219.pdf 

i.e. within 90 days of the commencement of the Companies (Significant Beneficial Owners) Amendment Rules, 2019 i.e. 08.02.2019

In case Subsequent Acquisition of the title of Significant Beneficial Owner  / Any Change therein a declaration in Form No. BEN-1 required to be filed to the reporting company, within 30 days of acquiring such significant beneficial ownership or any change therein.

Form BEN-1

Draft Format available at

https://enlightengovernance.blogspot.com/2019/07/draft-format-for-ben-1-sbo-rules-2018.html   

Companies Act, 2013 31.12.2019

(Due Date Extended From 30.09.2019 to 31.12.2019)

Filing of form BEN-2 under the Companies (Significant Beneficial Owners) Rules, 2018.(Within 30 days from deployment of the E –form (earlier the date of receipt of declaration in BEN-1 )

http://www.mca.gov.in/Ministry/pdf/GeneralCircular_24092019.pdf 

No additional fee shall be levied if the same is filed within 30 days from the date of deployment of the said e-form.

Form BEN – 2

(e-form deployed by Ministry (ROC)) on 01.07.2019

Companies Act, 2013 On or before 15.06.2019

(form can be filed after due date with a fee of Rs. 10000 (one time fee)

Filing of the particulars of the Company & its registered office.(by every company incorporated on or before the 31.12.2017.)

Due date extended- Link : 

http://www.mca.gov.in/Ministry/pdf/CompaniesRegistrationOfficesFeesRule_25042019.pdf 

Active FormINC -22A
Companies Act, 2013 14.10.2019

(can be filed after due date with a penalty of Rs. 5000/-)

*DIN KYC through DIR 3 KYC Form is an Annual Exercise.

Last date for filing DIR-3 KYC for Financial year 2018-19 has been extended till 14th October 2019

http://www.mca.gov.in/Ministry/pdf/Companies5thAmendtRules_30092019.pdf 

and

http://www.mca.gov.in/Ministry/pdf/Companies4thAmendtRules_30092019.pdf 

Annual Exercise:

http://www.mca.gov.in/Ministry/pdf/DIR3KYCcompleteMessage_13042019.pdf 

Penalty after due date is Rs. 5000/-(one time)

E-Form DIR – 3 KYC(Web Based and E-form)
Companies Act, 2013 within 60 days from the conclusion of each half year Reconciliation of Share Capital Audit Report (Half-yearly)Pursuant to sub-rule Rule 9A (8) of  Companies (Prospectus and Allotment of Securities) Rules, 2014

To be filed all unlisted companies, deemed public companies

Till further clarification to be filled in GNL-2

Applicable w.e.f.  30.09.2019

http://www.mca.gov.in/Ministry/pdf/Rules_23052019.pdf 

E-Form PAS – 6

(E-Form, Not yet deployed)

Companies Act, 2013 30.11.2019 IEPF Authority (Accounting, Audit, Transfer and Refund) Second Amendment Rules, 2019Statement of unclaimed and unpaid amounts  Form IEPF-2
Companies Act, 2013 On or before 31.12.2019 Statement of Amounts credited to Investor Education and Protection Fund Pursuant to Rule 5(4A) IEPF Form – 1A
Companies Act, 2013 On or before 30.11.2019 Annual Return To Be Filed By Auditor With The National Financial Reporting Authority NFRA-2

 

 

  • Due dates of ROC Return Filings

 

Sl. No.  Particulars Due Date  E- Form
1 Appointment of Auditor Within 15 days from the conclusion of AGM(ratification at every annual general meeting is not mandatory) ADT-1
2 Filing of financial statement and other documents with the ROC On or before 30.11.2019(due date extended)

With in 30 days from the conclusion of the AGM, other than OPC 

(In case of OPC within 180 days from the close of the financial year)

AOC-4
3 Filing of annual return by a company. On or before 31.12.2019(due date extended)

With in 60 days from the conclusion of AGM

MGT-7
4 Filing of Cost Audit Report with the Central Government On or before 31.12.2019(due date extended)

With in 30 days from the receipt of Cost Audit Report

CRA-4
5 Filing of Resolutions and agreements to the Registrar With in 30 days from the date of Board Meeting. MGT-14

 

 

  • Key Updates :

 

  1. Forms NDH-1, NDH-2 and NDH-3 notified vide the Nidhi Rules 2014 shall be available for filing as e-Forms w.e.f 1st November 2019. Please note that these forms were hitherto filed as attachments to forms GNL-2 and RD-1. However, with the introduction of the eForms, these forms shall now be filed independently. 

 

  1. Form NDH-4 (Form for filing application for declaration as Nidhi Company and for updation of status by Nidhis) notified vide the Nidhi (Amendment) Rules 2019 dated 1st July 2019 shall be available for filing w.e.f 11th October 2019’.

 

  1. While filing forms SPICe – eMoA & eAoA, Only declaration by first subscriber(s) and director(s) in INC-9 is mandatory and affidavit is NOT required to be filed. Stakeholders are requested NOT to file Affidavits as a simple Declaration is adequate.

 

  1. Relaxation of additional fees and extension of last date in filing of forms MGT-7 (Annual Return) and AOC-4 (Financial Statement) under the Companies Act, 2013:

Keeping in view the requests received from various stakeholders seeking extension of time for filing of financial statements for the financial year ended 31.03.2019 on account of various factors . it has been decided to extend the due date for filing of e-forms AOC-4, AOC-4 (CFS) AOC-4 XBRL upto 30.11.2019 and e-form MGT-7 upto 31.12,2019 by companies without levy of additional fee.

Source: http://www.mca.gov.in/Ministry/pdf/GeneralCircular_29102019.pdf 

  1. Relaxation of additional fees and extension of last date of filing of CRA-4 (cost audit report) for FY 2018-19 under the Companies Act, 2013 (General Circular No.12/2019) 

Last date for filing of CRA-4 (cost audit report) for all eligible companies for the FY 2018-19, without payment of additional fee till 31st December, 2019. 

 

Source: http://www.mca.gov.in/Ministry/pdf/GeneralCircular_25102019.pdf 

 

  1. Relaxation of additional fees and extension of last date of filing of form IEPF – 1A and Form IEPF -2:

Ministry has decided to relax the additional fee payable by Companies on filing of Form IEPF-1A upto 31.12.2019 and Form IEPF -2 (for the purpose of filing statement of unclaimed and unpaid amounts) upto 30.11.2019.

 

Source: http://www.iepf.gov.in/IEPF/pdf/GeneralCircular1_25102019.pdf  

 

 

  • Data Bank Notification Relating to IICA (applicable w.e.f. 01.12.2019)

 

In exercise of the powers conferred by sub-section (1) of section 150 of the Companies Act, 2013 (18 of 2013), the Central Government hereby notifies the Indian Institute of Corporate Affairs at Manesar (Haryana), as an institute to create and maintain a data bank containing names, addresses and qualifications of persons who are eligible and willing to act as independent directors, for the use of the company making the appointment of such directors.

[

Source: http://www.mca.gov.in/Ministry/pdf/NotificationIICA_22102019.pdf 

 

 

  • Update on DIR 3 KYC (DIN Status):

 

Please note that the DINs which have not complied with the requirement of filing DIR-3 KYC have since been marked as ‘Deactivated due to non-filing of DIR-3 KYC’. Such DINs are not allowed to be used for filing any eforms on MCA21 portal. 

 

In case the present status of your DIN is ‘Deactivated due to non-filing of DIR-3 KYC’, you are required to file ‘KYC’ using eform DIR-3 KYC or DIR-3-KYC-WEB service as applicable with prescribed fee of INR 5000 to re-activate your de-activated DIN.

 

 

  • Important Notifications (October 2019):

 

 

Sl. No. Particular(s) Link(s)
1 Notification dt 30.10.2019-Jurisidiction of RD, New Delhi -UT of JK and UT of Ladakh http://www.mca.gov.in/Ministry/pdf/J&KNotification_30102019.pdf
2 Notification dt 30.10.2019-ROC Jammu-Jurisdiction of Adjudication of Penalties-UT of JK and UT of Ladakh http://www.mca.gov.in/Ministry/pdf/J&KAdjNotification_30102019.pdf
3 Notification – Section 396 dt 30.10.2019 for ROC Jammu -Jurisdiction of UT of JK and UT of Ladakh http://www.mca.gov.in/Ministry/pdf/J&KNotificationSect396_30102019.pdf
4 Companies (Accounts) Amendment Rules, 2019 http://www.mca.gov.in/Ministry/pdf/CmpAccAmndtRules_22102019.pdf
5 Companies (Creation and Maintenance of Databank of Independent Directors) Rules, 2019 http://www.mca.gov.in/Ministry/pdf/CmpInpdtDirectorsRules_22102019.pdf
6 Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019 http://www.mca.gov.in/Ministry/pdf/CmpFifthAmndtRules_22102019.pdf
7 Companies (Cost Records and Audit) Amendment Rules, 2019 http://www.mca.gov.in/Ministry/pdf/Cost&AuditAmntRules_15102019.pdf
8 Companies (Filing of Documents and Forms in Extensible Business Reporting Language), Amendment Rules, 2019 http://www.mca.gov.in/Ministry/pdf/XBRLAmntRules_15102019.pdf
9 Companies Incorporation Eighth Amendment Rules, 2019 http://www.mca.gov.in/Ministry/pdf/CompIncEighthAmndtRules_18102019.pdf
10 Notification for Delegation of powers to Tribunal -Section 458 read with section 418 of the Companies Act 2013 http://www.mca.gov.in/Ministry/pdf/DelegationPowersTribunal_14102019.pdf
11 Companies (Meetings of Board and its Powers) Amendment Rules 2019 http://www.mca.gov.in/Ministry/pdf/MeetingsBoardPowersAmendtRules11102019.pdf

 

 

  • Due dates of LLP Return Filing:

 

 

  • LLP Form 8 (Statement of Account & Solvency) on or before 30.10.2019
  • The charge details i.e. creation, modification or satisfaction of charge, can be filed through Appendix to e-Form 8 (Interim)
  • Form LLP -8 can be filed after due date i.e. 30.10.2019 with a penalty of Rs. 100/- per day till the filing is completed.
  1. Investor Education and Protection Fund
  2. MINISTRY OF CORPORATE AFFAIRS on 14.08.2019 has came up with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Second Amendment Rules, 2019.

Applicability:

  • The provisions of these rules, Other than rule 6 (i), 6 (iv), 6 (v), 6(vi), 6(vii) and 6 (viii), shall come into force with effect from the 20th day of August, 2019.

 

 

  • The provisions of rule 6 (i), 6 (iv), 6 (v), 6(vi), 6(vii) and 6 (viii), shall come into force with effect from the 20th day of September, 2019

 

Following E-forms revised after these rules:

 

Sl. No. Form No. Particulars of the form Updated on
1.  IEPF Form -1 Statement of amounts credited to Investor Education and Protection Fund 20.08.2019
2 IEPF Form – 1A Statement of Amounts credited to Investor Education and Protection Fund Pursuant to Rule 5(4A) 20.08.2019
3 IEPF Form – 2 Statement of unclaimed and unpaid amounts 20.08.2019
4 IEPF Form – 4 Statement of shares transferred to the Investor Education and Protection Fund 20.08.2019

 

Source: http://www.mca.gov.in/Ministry/pdf/IEPFRules_19082019.pdf 

  1. As part of the revised Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Second Amendment Rules, 2019 dated 14th August 2019, Form IEPF-5 is introduced as a web form instead of the existing e- Form w.e.f 20th September 2019.

Form IEPF -5: Application to the Authority for claiming unpaid amounts and shares out of Investor Education and Protection Fund (IEPF)

 

  • Kindly note that:

 

Relaxation of additional fees and extension of last date of filing of form IEPF – 1A and Form IEPF -2: Ministry has decided to relax the additional fee payable by Companies on filing of Form IEPF-1A upto 31.12.2019 and Form IEPF -2 (for the purpose of filing statement of unclaimed and unpaid amounts) upto 30.11.2019.

Source: http://www.iepf.gov.in/IEPF/pdf/GeneralCircular1_25102019.pdf    

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This article is updated till 31st October, 2019 with all Laws / Regulations and their respective amendments.

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