Companies Act, 2013

EXTENSION IN DURATION OF COMPANY FRESH START SCHEME, 2020, LLP SETTLEMENT SCHEME, 2020 AND OTHER RELAXATIONS IN COMPANIES ACT, 2013 DUE TO COVID-19

Ministry of Corporate Affairs has extended the duration of Company Fresh Start Scheme, 2020, holding of Meetings through Video Conferencing, LLP Settlement Scheme, 2020 etc. till 31st December, 2020 in view of continued disruption caused due to the COVID-19 pandemic and to provide greater ease of doing business. MCA has issued various circulars on 28.09.2020 for the same which are explained below:

1. Extension of Companies Fresh Start Scheme, 2020:

MCA has granted an opportunity to corporate to regularise their pending filings (like DPT-3, AOC-4, MGT-7, BEN-2, MSME-I, DIR-3 KYC, ADT-1, PAS-3, INC-22A etc) at normal fees till 31st December, 2020. CFSS also seeks to grant immunity to corporates to save them from penal prosecution in respect of delayed filings. This effectively allows corporates to make a fresh start.

Please find the below link of MCA Circular 30/2020 dated 28th September, 2020 for the same:

http://www.mca.gov.in/Ministry/pdf/GeneralCircularNo.30_28092020.pdf

2. Extension of LLP Settlement Scheme, 2020:

MCA has granted an opportunity to LLP to regularise their pending filings at normal fees (LLP-8, LLP-11 etc) till 31st December, 2020.

Please find the below link of MCA Circular 31/2020 dated 28th September, 2020 for the same:

http://www.mca.gov.in/Ministry/pdf/GeneralCircularNo.31_28092020.pdf

3. Extension of time for filing forms related to creation or modification of charges under Companies Act, 2013:

Though the benefit of waiver of additional fees was not extended to the charge related documents under the Companies Fresh Start Scheme. The MCA has introduced a scheme namely "Scheme for relaxation of time for filing forms related to creation or modification of charges under the Companies Act, 2013" for the purpose of delay in filing of forms related to creation/modification of charges.

Please find the below link of MCA Circular 32/2020 dated 28th September, 2020 for the same:

http://www.mca.gov.in/Ministry/pdf/GeneralCircularNo.32_28092020.pdf

4. Extension of due date of holding AGM for the Financial Year 2019-20 by 3 Months

On account of difficulties arising in holding AGM due to COVID-19, Companies whose Financial year has ended on 31st March, 2020 are allowed to hold their AGM till 31st December, 2020.

5. Extension of time for holding EGM through Video Conferencing:

It has been decided to allow companies to conduct their EGMs through VC or transact items through postal ballot in accordance with the framework provided in the aforesaid Circulars upto 31 st December, 2020.

Please find the below link of MCA Circular 33/2020 dated 28th September, 2020 for the same:

http://www.mca.gov.in/Ministry/pdf/GeneralCircularNo.33_28092020.pdf

Author: FCS Geetanjali Bhugra (B.com, CS, LLB, LLM), Geetanjali Bhugra & Associates, Company Secretaries, Panipat.

Disclaimer: The entire contents of this document have prepared on the bases of the relevant provisions and as per the information existing at the time of publishing. Although care has been taken to ensure the accuracy, completeness and reliability of the information provided, I assume no responsibility therefore. Users of this information are expected to refer to the relevant existing provisions of applicable Laws. The user of the information agrees that the information is not a professional advice and is subject to change without notice. I assume no responsibility for the consequences of use of such information. In no event shall I be liable for any Direct, Indirect, Special or Incidental Damage resulting from, arising out of or in connection with the use of the information.

MCA Circular No. 18/2020 dated 21.04.2020

Companies allowed to hold AGM till 30.09.2020 whose Financial year ended on 31.12.2019 due to COVID19

On account of difficulties arising in holding AGM due to COVID19, Companies whose Financial year (other than the First Financial year) has ended on 31st December, 2019, are allowed to hold their AGM for such financial year within a period of nine months from the closure of Financial year (i.e. by 30th September, 2020), the same shall not be viewed as a violation.

Note: However, Companies Act, 2013 allow a Company to hold its AGM within a period of six months from the closure of the Financial year (nine months in case of First Financial year).

Please find below the link of MCA Circular 18/2020 dated 21st April, 2020 for the same:

http://www.mca.gov.in/Ministry/pdf/Circular18_21042020.pdf

SPICE+

SPICE+ WEB FORM FOR COMPANY INCORPORATION

Pursuant to Companies (Incorporation) Amendment Rules, 2020 New web form SPICE+ was notified by the Ministry of Corporate Affairs (MCA) on 23^rd February, 2020 for the incorporation of a company keeping in view the ease of doing business.

Page Contents

1. What is SPICE+

2. Significant Features of SPICE+

3. Form Linked to SPICE+

4. Stepwise procedure to incorporate a new company w.e.f 23^rd February, 2020

1. What is SPICE+?

SPICE+ stands for Simplified Proforma for incorporating a Company electronically plus. It is an integrated web form. The form offers 10 services by 3 Central Government Ministries & Department (Ministry of Corporate Affairs, Ministry of Labour & Department of Revenue in the Ministry of Finance) and One State Government (Maharashtra).

2. Significant Features of SPICE+

I) SPICE+ is an integrated web form which consists of following 2 parts:

Part A: Name reservation of New Companies

Part B: Offering the following services:

(i) Company Incorporation.

(ii) DIN allotment.

(iii) Mandatory Issue of PAN

(iv) Mandatory Issue of TAN

(v) Mandatory Issue of EPFO registration

(vi) Mandatory Issue of ESIC registration

(vii) Mandatory issue of Professional Tax registration (Only for Maharashtra)

(viii) Mandatory opening of Bank Account for the company and

(ix) Allotment of GSTIN (if so applied for)

II. Users may either choose to submit Part A for Name Approval and thereafter submit Part B or file Part A and B together.

III. RUN service is now applicable only for ‘Change of Name’ of existing company and NOT for availability of New Name.

IV. The approved name and related incorporation details as submitted in Part A, would be automatically Pre-filled in all linked forms also viz., AGILE-PRO, eMoA, eAoA, URC-1, INC-9 (as applicable).

V. All Check form and Pre-scrutiny validations (except DSC validation) will happen on web-form itself.

VI Once the SPICe+ is filled completely with all relevant details, the same would then have to be converted into pdf format, for affixing DSCs.

VII. Declaration by all the Subscribers and first Directors in INC-9 shall be auto-generated in pdf format and would have to be submitted only in electronic form in all cases, except where:

i) Total number of subscribers and/or First Directors is greater than 20 and/or

ii) Any such subscriber and/or Directors has neither DIN nor PAN.

3. Forms Linked to SPICE+

i) AGILE-Pro – Web Form:

· AGILE stands for Application for Goods and services identification number, employees’ state Insurance corporation registration plus Employees’ provident fund organisation registration.

· The old AGILE form (INC – 35) is now replaced with the AGILE – PRO web form.

· The form is also used for opening of Bank Account of the company.

· The form is also used for providing Professional Tax Registration Number only for companies in the state of Maharashtra.

ii) SPICE+ MOA/SPICE+ AOA – Web Form:

· eMOA is a charter of a company. However, MOA is used as an attachment to SPICE+ in case of Section 8 Company.

· eAOA provides all the regulations related to the internal affairs of the company. However, AOA is used as an attachment to SPICE+ in case of Section 8 Company.

iii) URC-1 – Web Form

· Applicable only in case of Part I Companies, containing details of existing company.

iv) INC-9 PDF Generation

· INC-9 is an auto-populated pdf form based on the information filled in Part-B of SPICE+. User has to just download the form and affix the dsc of all the subscribers which will thereafter be uploaded as a linked form to SPICE+.

4. Stepwise procedure to incorporate a Company under SPICE+

I. Login to MCA portal (www.mca.gov.in) and then click on the MCA Services tab, then Click SPICE+ under Company Services Tab.

II. Click on New Application in case of Fresh Application

III. Part A gets enabled on Clicking New Application which contains the details for Name Reservation such as Type, Class, Category, Sub-category, Main Division of Industrial Activity of the Company, Description of Main Division, Particulars of the Proposed name.

IV. After filling all the above details, user is required to click on Auto-check button to check whether the proposed name is available.

V. User can now submit for name reservation.

VI. Now, If the user opted for proceed for incorporation, Part B gets enabled which contains various sections for Company Incorporation. Each section contains “Save and Continue” button.

VII. Fill all the sections of Part B for the Company incorporation such as:

· Capital Structure of the Company.

· Details of all Subscribers and First Directors of the Company.

· Details of the registered office of the Company.

· Information related to PAN and TAN of the Company.

VIII. Upload all the mandatory and optional attachments in the web form itself.

IX. Click on Pre-scrutiny and then submit the form. User will get a confirmation message on successful submission of Part B of SPICE+.

X. Now Download the PDF of Part B of SPICE+ for affixing the dsc.

XI. All the linked forms are now enabled and now fill all the linked forms to SPICE+.

XII. Download all the linked forms such as AGILE-Pro, eMOA, eAOA, URC-1 (applicable only in case of Part I companies) and Auto generated PDF form INC-9 and affix dsc on all the linked forms one by one.

XIII. Upload the forms in the following sequence:

SPICE+, eMOA (if applicable), eAOA (If applicable), URC-1(If applicable), AGILE Pro(mandatory in all the cases), INC-9 (if applicable).

Author: FCS Geetanjali Bhugra (B.com, CS, LLB, LLM), Geetanjali Bhugra & Associates, Company Secretaries, Panipat.