1. Companies Fresh Start Scheme; a shy of relief from penalty and prosecution to those who have unwillingly defaulted
    1. Given that failure to file returns/form with the Registrar of Companies attracts penalty/late fees on a daily basis. Many companies who are otherwise active but failed to file Forms for compliance before the ROC were facing the risk of huge penalty due to liability of late fees compounding daily. Taking recognition of this fact the Ministry for Corporate affairs has given this one-time opportunity enabling these eligible companies to file the requisite forms (specified under the notification) within 1.4.2020. to 30.09.2020 without any payment of penalty or late fees.
  2. The Scheme is Not Applicable to the following companies
    1. Strike off Companies; Amalgamate Companies; Dormant Companies ; Vanishing Companies ; Companies under Liquidation; Companies under CIRP
  3. One more opportunity to reactivate the DIN if deactivated due to non-filling of DIR-3;
    1. In order to grand an alleviative measure to companies registered in India to make a fresh start , the Ministry of Company Affairs in furtherance to its earlier circular No. 11/2020 dated 24th March 2020 have granted this one time opportunity to amek q fresh start and file for afresh an restore their status and active without payment of Penalty, Late fees and consequence of prosecution. The Prios granted to make filling of the pending I forms is from 01.04.2020 to 30.09.2020. the manner of payment of normal fees for filing of belated document s and seeking immunity under the scheme is specified in General Circular No 12/2020 dated 30.03.2020. Read More.
  4. The Period window to register in ROC data bank as an Independent Director extended till 30th April 2020;
    1. The Ministry of Corporate Affairs (MCA) vide notification No. GSR 145(E) dated 28th February 2020 extended the last date for registration of Independent Director in the databank of the independent director by two months to 30th April 2020.
    2.  Further, the Independent Director whose names has been included in the Data Bank shall pass an online self-assessment test within a period of one year from the date of inclusion of his name in the data bank except for those individual who has served as a Director or key managerial personnel for a period of not less than 10 years in any Listed Company or Unlisted Public Company having paid up share capital of INR 10 crores or more or body corporate listed on recognized stock exchange.
  5. New Companies Auditors Report Order (CARO) 2020 notified by the Ministry of Corporate Affairs in Notification dated 25th February 2020;
    1. The MCA vide its notification dated 25th February, 2020 has introduced Companies (Auditor’s Report) Order, 2020 superseding the previous Companies (Auditor’s Report) Order, 2016. The order shall apply to every report made by the auditor for the financial years commencing on or after April 1, 2019. Making an effort to task the Auditor to report also on the following points;
    2. (d) whether the company has revalued its Property, Plant and Equipment (including Right of Use assets) or intangible assets or both during the year and, if so, whether the revaluation is based on the valuation by a Registered Valuer; specify the amount of change, if change is 10% or more in the aggregate of the net carrying value of each class of Property, Plant and Equipment or intangible assets;
    3. (e) whether any proceedings have been initiated or are pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder, if so, whether the company has appropriately disclosed the details in its financial statements;
    4. (ix) (a) whether the company has defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender, if yes, the period and the amount of default to be reported as per the format specified:-
    5. (b) whether the company is a declared wilful defaulter by any bank or financial institution or other lender;
    6. (c) whether term loans were applied for the purpose for which the loans were obtained; if not, the amount of loan so diverted and the purpose for which it is used may be reported;
    7. (d) whether funds raised on short term basis have been utilised for long term purposes, if yes, the nature and amount to be indicated;
    8. (e) whether the company has taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures, if so, details thereof with nature of such transactions and the amount in each case;
    9. (f) whether the company has raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies, if so, give details thereof and also report if the company has defaulted in repayment of such loans raised;
    10. (xv) whether the company has entered into any non-cash transactions with directors or persons connected with him and if so, whether the provisions of section 192 of Companies Act have been complied with;
    11. (xvi) (b) whether the company has conducted any Non-Banking Financial or Housing Finance activities without a valid Certificate of Registration (CoR) from the Reserve Bank of India as per the Reserve Bank of India Act, 1934;
    12. (xvi) (c) whether the company is a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India, if so, whether it continues to fulfil the criteria of a CIC, and in case the company is an exempted or unregistered CIC, whether it continues to fulfil such criteria;
    13. (xvi) (d) whether the Group has more than one CIC as part of the Group, if yes, indicate the number of CICs which are part of the Group;
    14. (xviii) whether there has been any resignation of the statutory auditors during the year, if so, whether the auditor has taken into consideration the issues, objections or concerns raised by the outgoing auditors.
    15. (xviii) whether there has been any resignation of the statutory auditors during the year, if so, whether the auditor has taken into consideration the issues, objections or concerns raised by the outgoing auditors.
    16. (xix) on the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the financial statements, the auditor’s knowledge of the Board of Directors and management plans, whether the auditor is of the opinion that no material uncertainty exists as on the date of the audit report that company is capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date;
    17. (xx) (a) whether, in respect of other than ongoing projects, the company has transferred unspent amount to a Fund specified in Schedule VII to the Companies Act within a period of six months of the expiry of the financial year in compliance with second proviso to sub-section (5) of section 135 of the said Act; (b) whether any amount remaining unspent under sub-section (5) of section 135 of the Companies Act, pursuant to any ongoing project, has been transferred to special account in compliance with the provision of sub-section (6) of section 135 of the said Act;
    18. (xxi) whether there have been any qualifications or adverse remarks by the respective auditors in the Companies (Auditor’s Report) Order (CARO) reports of the companies included in the consolidated financial statements, if yes, indicate the details of the companies and the paragraph numbers of the CARO report containing the qualifications or adverse remarks
  6. Manner of Takeover by majority shareholder and consequential filling notified by the Ministry of Corporate Affairs (MCA) MCA vide notification F.No.2/31/CAA/2013-CLV GSR 79(E) dated 3rd February 2020; 
    1. The MCA vide notification  F.No.2/31/CAA/2013-CLV GSR 79(E) dated 3rd February 2020 released The Companies (Compromise and Arrangements and Amalgamations) Amendment Rules, 2020.   A member of the company shall make an application for arrangement, for the purpose of takeover offer in terms of subsection (11) of section 230, when such member along with any other member holds not less than three-fourths of the shares in the company, and such application has been filed for acquiring any part of the remaining shares of the company
    2. Further, Application of arrangement for takeover shall contain the report of a registered valuer disclosing details of valuation of shares.
    3. Also, details of bank account opened for depositing a sum of amount not less than one-half of total consideration of the takeover offer shall be disclosed in such application.   A Fees of INR 5,000 has been prescribed for filing such application.
    4. Consequential right and liberty granted to aggrieved shareholders vide notification No. GSR 80(E) dated 3rd February 2020 amending the National Company Law Tribunal Rules, 2016. Now, an application under section 230 (12) of the Companies Act, 2013 shall be made by an aggrieved party with respect to the takeover offer of unlisted companies in Form NCLT-1 and shall be accompanied with a fee of INR 5,000