ICICI

Corporate Compliance Calendar for the month of December 2019

Lalit Rajput 
on 02 December 2019


1. Compliance requirement under Income Tax act, 1961

 

Applicable Laws/Acts

Due Dates

Compliance Particulars

Forms/ (Filing mode)

Income Tax Act, 1961

07.12.2019

Due date for deposit of Tax deducted/collected for the month of November, 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

15.12.2019

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

Form - 24G

Income Tax Act, 1961

15.12.2019

​Third instalment of advance tax for the assessment year 2020-21

Advance Tax

Income Tax Act, 1961

15.12.2019

​Due date for issue of TDS Certificate for tax deducted under section 194-IA in the month of November, 2019

194-IA

Income Tax Act, 1961

15.12.2019

​​Due date for issue of TDS Certificate for tax deducted under section 194-IB in the month of November, 2019

​​

194-IB

Income Tax Act, 1961

15.12.2019

​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 November, 2019​

Form no. 3BB

Income Tax Act, 1961

30.12.2019

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

Statement for tax deducted u/s 194-IA

Income Tax Act, 1961

30.12.2019

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

Statement for tax deducted u/s 194-IB

Income Tax Act, 1961

30.12.2019

​​

Furnishing of report in Form No. 3CEAD for a reporting accounting year (assuming reporting accounting year is January 1, 2018 to December 31, 2018) by a constituent entity, resident in India, in respect of the international group of which it is a constituent if the parent entity is not obliged to file report u/s 286(2) or the parent entity is resident of a country with which India does not have an agreement for exchange of the report etc.

Form No. 3CEAD

Note:

1. 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

Important Notifications:

Sl. No.

Particulars of the Notification(s)

Notification Link(s)

1.

​Amendment of Income-tax Rules, 1962 for notifying Challan-cum statement for the purposes of section 194M of the Income-tax Act, 1961

https://www.incometaxindia.gov.in/news/notification_98_2019.pdf

2.

Extension of due date for filing of Income-tax Returns/Tax Audit Reports to 30th November, 2019 in respect of Union Territory of Jammu and Kashmir and Union Territory of Ladakh

https://www.incometaxindia.gov.in/news/extension-of-due-date-for-filing-of-income-tax%20returns-dated-31-10-2019.pdf

3.

Invitation of application for prescribing certain modes of electronic payments under section 269SU

https://www.incometaxindia.gov.in/news/269-su-notice-18-10-2019.pdf

4.

Exemption to Authorised Dealers, their franchise agents, sub-agents, & Full Fledged Money Changers licensed by RBI and their franchise agents under clause (v) of the proviso to section 194N of the Income-tax Act, 1961​​

https://www.incometaxindia.gov.in/news/notification_80_2019.pdf

5.

Clarification in respect of option exercised under section 115BBA of the Income-tax Act, 1961 inserted through the recent Ordinance

https://www.incometaxindia.gov.in/news/circular_29_2019.pdf

6.

​Corrigenda of The Taxation Laws( Amendment) Ordinance, 2019

https://www.incometaxindia.gov.in/news/corrigenda_oftla_ordinance_2019.pdf

2. Compliance Requirement under Goods & Services Tax Act, (GST) 2017

Applicable Laws/Acts

Due Dates

Compliance Particulars

Forms/ (Filing mode)

GST, Act, 2017


10.12.2019

Form GSTR-7

{TDS Deductor)

GSTR-7

GST, Act, 2017

10.12.2019

Form GSTR-8 (for the month of November 2019) -TCS Collector

(Summary of Tax Collected at Source (TCS) and deposited by E-commerce operators under GST laws)

GSTR - 8

GST, Act, 2017

11.12.2019

Return of outward supplies of taxable goods and/or services for the Month of November 2019 (for Assesses having turnover exceeding 1.5 Cr.) Monthly Return.

GSTR - 1

GST, Act, 2017

13.12.2019

Due date for Furnishing return of November 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

20.12.2019

Summary of outward taxable supplies and tax payable by Non-Resident taxable person & OIDAR respectively.

(for the month of November, 2019)

GSTR-5 &

GSTR - 5A

GST, Act, 2017

20.12.2019

Simple GSTR return for the month of November, 2019

GSTR - 3B

GST, Act, 2017

31.12.2019

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

28thof 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. Advisory for taxpayers for uploading multiple invoices/ credit/ debit notes as supporting documents with refund application (RFD-01).(https://www.gst.gov.in/newsandupdates/read/333)

2. Annual Returns for FY 2017-18

Government has made some changes in the forms of Annual Return (GSTR-9) and the Reconciliation Statement (GSTR-9C) vide Notification No. 56/2019 dated 14.11.2019. (https://www.gst.gov.in/newsandupdates/read/335 )

3. Features of Making Payment on Voluntary Basis (Form GST DRC-03) on GST Portal (https://www.gst.gov.in/newsandupdates/read/327 )

GST Updates as on 29.11.2019:

Sl. No.

Notification(s)

Notification No.

Link(s)

1.

Seeks to extend the due date for furnishing FORM GSTR-1 for registered persons in Jammu and Kashmir having aggregate turnover of up to 1.5 crore rupees for the quarter July, 2019 to September, 2019

52/2019-Central Tax ,dt. 14-11-2019

http://www.cbic.gov.in/htdocs-cbec/gst/notfctn-52-central-tax-english-2019.pdf

2.

Seeks to extend the due date for furnishing of return in FORM GSTR-1 for registered persons in Jammu and Kashmir having aggregate turnover more than 1.5 crore rupees for the months of July, 2019 to September, 2019

53/2019-Central Tax ,dt. 14-11-2019

http://www.cbic.gov.in/htdocs-cbec/gst/notfctn-53-central-tax-english-2019.pdf

3.

Seeks to extend the due date for furnishing of return in FORM GSTR-3B for registered persons in Jammu and Kashmir for the months of July, 2019 to September, 2019

54/2019-Central Tax ,dt. 14-11-2019

http://www.cbic.gov.in/htdocs-cbec/gst/notfctn-54-central-tax-english-2019.pdf

4.

Seeks to extend the due date for furnishing of return in FORM GSTR-7 for registered persons in Jammu and Kashmir for the months of July, 2019 to September, 2019

55/2019-Central Tax ,dt. 14-11-2019

http://www.cbic.gov.in/htdocs-cbec/gst/notfctn-55-central-tax-english-2019.pdf

5.

Seeks to carry out Seventh amendment (2019) in the CGST Rules, 2017. [Primarily related to Simplification of the Annual Return / Reconciliation Statement]

56/2019-Central Tax ,dt. 14-11-2019

http://www.cbic.gov.in/htdocs-cbec/gst/notfctn-56-central-tax-english-2019.pdf

6.

Seeks to extend the due date for furnishing of return in FORM GSTR-1 for registered persons in Jammu and Kashmir having aggregate turnover more than 1.5 crore rupees for the months of July, 2019 to September, 2019

57/2019-Central Tax ,dt. 26-11-2019

http://www.cbic.gov.in/htdocs-cbec/gst/notfctn-57-central-tax-english-2019.pdf

7.

Seeks to extend the due date for furnishing of return in FORM GSTR-1 for registered persons in Jammu and Kashmir having aggregate turnover more than 1.5 crore rupees for the month of October, 2019.

58/2019-Central Tax ,dt. 26-11-2019

http://www.cbic.gov.in/htdocs-cbec/gst/notfctn-58-central-tax-english-2019.pdf

8.

Seeks to extend the due date for furnishing of return in FORM GSTR-7 for registered persons in Jammu and Kashmir for the months of July, 2019 to October, 2019.

59/2019-Central Tax ,dt. 26-11-2019

http://www.cbic.gov.in/htdocs-cbec/gst/notfctn-59-central-tax-english-2019.pdf

9.

Seeks to extend the due date for furnishing of return in FORM GSTR-3B for registered persons in Jammu and Kashmir for the months of July, 2019 to September, 2019

60/2019-Central Tax ,dt. 26-11-2019

http://www.cbic.gov.in/htdocs-cbec/gst/notfctn-60-central-tax-english-2019.pdf

10.

Seeks to extend the due date for furnishing of return in FORM GSTR-3B for registered persons in Jammu and Kashmir for the month of October, 2019

61/2019-Central Tax ,dt. 26-11-2019

http://www.cbic.gov.in/htdocs-cbec/gst/notfctn-61-central-tax-english-2019.pdf

11.

Seeks to notify the transition plan with respect to J&K reorganization w.e.f. 31.10.2019

62/2019-Central Tax ,dt. 26-11-2019

http://www.cbic.gov.in/htdocs-cbec/gst/notfctn-62-central-tax-english-2019.pdf

12.

Seeks to insert explanation regarding Bus Body Building in Notification No. 11/2017-Central Tax (Rate) dt. 28.06.2017.

26/2019-Central Tax (Rate) ,dt. 22-11-2019

http://www.cbic.gov.in/htdocs-cbec/gst/notfctn-26-2019-cgst-rate-english.pdf

Important Circulars:

Sl. No.

Circular (s)

File No.

Link(s)

1.

Generation and quoting of Document Identification Number (DIN) on any communication issued by the officers of the Central Board of Indirect Taxes and Customs (CBIC) to tax payers and other concerned persons- reg.

(Circular No. 122/2019)

GST/INV/DIN/01/2019-20

http://www.cbic.gov.in/htdocs-cbec/gst/circular-cgst-122.pdf

2.

Seeks to clarify restrictions in availment of input tax credit in terms of sub-rule (4) of rule 36 of CGST Rules, 2017.

(Circular No. 123/2019)

F.No. CBEC - 20/06/14/2019 - GST

http://www.cbic.gov.in/htdocs-cbec/gst/circular-cgst-123_New.pdf

3.

Seeks to clarify optional filing of annual return under notification No. 47/2019-Central Tax dated 9th October, 2019.

(Circular No. 124/2019)

F.No. CBEC - 20/16/04/18 - GST

http://www.cbic.gov.in/htdocs-cbec/gst/circular-cgst-124.pdf

4.

Seeks to clarify the fully electronic refund process through FORM GST RFD-01 and single disbursement.

(Circular No. 125/2019)

F.No. CBEC - 20/16/04/18 - GST

http://www.cbic.gov.in/htdocs-cbec/gst/circular-cgst-125.pdf

5.

Clarification on scope of the notification entry at item (id), related to job work, under heading 9988 of Notification No. 11/2017-Central Tax (Rate) dated 28-06-2017-reg.

(Circular No. 126/2019)

F.No. 354/150/2019-TRU

http://www.cbic.gov.in/htdocs-cbec/gst/circular-cgst-126.pdf

3. 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)

15.12.2019

PF Payment for November, 2019

ECR

ESIC

(Employees' State Insurance Act, 1948)

15.12.2019

ESIC Payment for November, 2019

ESI Challan

PF Return filing

25.12.2019

Monthly Return for November 20for November 2018 (including pension and insurance scheme forms)

Provident Fund(includes EDLI)

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.

4. 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 Borrowings

Borrowers 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

5. 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 of

appointment / Change of Share Transfer Agent.

Within 7 days of Agreement with

RTA.

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 III

PART 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 itsstandalone and consolidated financial results for the half year, disclosures of related partytransactions on a consolidated basis, in the format specified in the relevant accountingstandards 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 shallundertake 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 fromthe 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, 2018

https://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 30

Annexure 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 ofSchedule 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)

6. 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

7. 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

8. 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)

9. 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

SEBI Circulars - November, 2019

Sl. No.

Date

Particulars of the Circulars

Link

1

Friday, November 29, 2019

Norms for Debt Exchange Traded Funds (ETFs)/Index Funds

All circulars are available at

https://www.sebi.gov.in/sebiweb/home/HomeAction.do?doListing=yes&sid=1&ssid=7&smid=0

2

Thursday, November 28, 2019

Framework for issue of Depository Receipts

3

Thursday, November 28, 2019

Investment Policy of Clearing Corporations

4

Wednesday, November 27, 2019

Guidelines for preferential issue of units and institutional placement of units by a listed Infrastructure Investment Trust (InvIT)

 

Wednesday, November 27, 2019

Guidelines for preferential issue of units and institutional placement of units by a listed Real Estate Investment Trust (REIT)

5

Thursday, November 21, 2019

Disclosures by listed entities of defaults on payment of interest/ repayment of principal amount on loans from banks / financial institutions and unlisted debt securities

6

Tuesday, November 19, 2019

Collection and reporting of margins by Trading Member (TM) /Clearing Member (CM) in Cash Segment

7

Friday, November 15, 2019

Mapping of Unique Client Code (UCC) with demat account of the clients

8

Thursday, November 14, 2019

Modifications in the contract specifications of commodity derivatives contracts

9

Wednesday, November 13, 2019

Continuous disclosures and compliances by listed entities under SEBI (Issue and Listing of Municipal Debt Securities) Regulations, 2015

10

Friday, November 8, 2019

Streamlining the Process of Public Issue of Equity Shares and convertibles- Extension of time lime for implementation of Phase II of Unified Payments Interface with Application Supported by Blocked Amount

11

Friday, November 8, 2019

Introduction of Cross-Margining facility in respect of offsetting positions in corelated equity Indices

12

Thursday, November 7, 2019

Creation of segregated portfolio in mutual fund schemes

13

Wednesday, November 6, 2019

Reporting of changes in terms of investment

14

Tuesday, November 5, 2019

Operational Guidelines for FPIs & DDPs under SEBI (Foreign Portfolio Investors), Regulations 2019 and for Eligible Foreign Investors

15

Tuesday, November 5, 2019

e-KYC Authentication facility under section 11A of the Prevention of Money Laundering Act, 2002 by Entities in the securities market for Resident Investors

16

Tuesday, November 5, 2019

Enhanced Due Diligence for Dematerialization of Physical Securities

17

Monday, November 4, 2019

Enhanced Governance Norms for Credit Rating Agencies (CRAs)

10. 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 company

http://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 Form

INC -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 November 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 date of deployment of this form on the website of the

Ministry.

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

Extension Notification:

http://www.mca.gov.in/Ministry/pdf/FormPAS6_28112019.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, 2019

Statement 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

90 days from the date of deployment of this form on the website of (NFRA).

Annual Return To Be Filed By Auditor With The National Financial Reporting Authority

http://www.mca.gov.in/Ministry/pdf/NFRA_27112019.pdf

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

*Relaxation of additional fees and extension of last date in filing of formsMGT-7 (Annual Return) and AOC-4 (Financial Statement) under the CompaniesAct, 2013- UT of J&K and UT of Ladakh -

extension of time for filing of financial statements for the financial year ended 31.03.2019. Therefore, it has been decided to extend the due date for filing of e-forms AOC-4, AOC-4 (CFS) AOC-4 XBRL and e-form MGT-7 upto 31.01.2020, for companies having jurisdiction in the UT of J&K and UT of Ladakh without levy of additional fee.

MCA - ROC Key Updates :

Important Notifications (November 2019):

Sl. No.

Particular(s)

Link(s)

1

Important Update on 'Identification and flagging of Disqualified Directors u/s 164(2) ( a) of the Companies Act, 2013

http://www.mca.gov.in/Ministry/pdf/Upload_31102019.pdf

2

Notice for extension of last date for the post of PS in SFIO on deputation/ISTC basis

http://www.mca.gov.in/Ministry/pdf/Notice_13112019.pdf

3

Insolvency and Bankruptcy (Insolvency & Liquidation Proceedings of Financial Service Providers and Application to Adjudicating Authority) Rules, 2019

http://www.mca.gov.in/Ministry/pdf/InsolvencyBankruptcy_15112019.pdf

4

Notification - For personal Guarantor to Corporate Debtor

http://www.mca.gov.in/Ministry/pdf/Notification_18112019.pdf

5

Report of the Company Law Committee, 18 Nov 2019

http://www.mca.gov.in/Ministry/pdf/CLCReport_18112019.pdf

6

Notice Inviting Comments on the Report of the Company Law Committee 18 Nov 2019

http://www.mca.gov.in/Ministry/pdf/NoticeCLCReport_18112019.pdf

7

Notification of Categories of Financial Service Providers

http://www.mca.gov.in/Ministry/pdf/NotificationFSPs_18112019.pdf

8

Companies Meeting of Board And Its Powers Second Amendment Dated 18 Nov 2019

http://www.mca.gov.in/Ministry/pdf/Comp2Amndt_18112019.pdf

9

Insolvency and Bankruptcy (Application to adjudicating authority for insolvency resolution process for personal Guarantor to Corporate Debtor)Rules, 2019 and Insolvency and Bankruptcy (Application to adjudicating authority for bankruptcy process for personal Guarantor to Corporate Debtor)Rules,2019

http://www.mca.gov.in/Ministry/pdf/ResolutionandBankructy%20Rules_19112019.pdf

10

General Circular 14/2019 (Extension of last date of filing NFRA-2)

http://www.mca.gov.in/Ministry/pdf/NFRA_27112019.pdf

11

General Circular 15/2019 (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- UT of J&K and UT of Ladakh)

http://www.mca.gov.in/Ministry/pdf/MGTAnnualReturnAOC4FinancialStatement_28112019.pdf

12,

General Circular 16/2019 (Extension of last date of filing Form PAS-6)

http://www.mca.gov.in/Ministry/pdf/FormPAS6_28112019.pdf

13.

National Company Law Tribunal (Salary Allowances and other Terms and Conditions of Service of President and other Members) Amendment Rules, 2019.

http://www.mca.gov.in/Ministry/pdf/ActRules_28112019.pdf

14

Corrigendum to Amendment of Schedule VII of the Companies Act, 2013

http://www.mca.gov.in/Ministry/pdf/Notification_28112019.pdf

v 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.

11. Investor Education and Protection Fund

1. MINISTRY OF CORPORATE AFFAIRS on 14.08.2019 has came up with Investor Education and Protection Fund Authority (Accounting, Audit, Transferand 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

2. 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

This article is updated till 30th November, 2019 with all Laws / Regulations and their respective amendments.


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