SEBI Update: Revised format for reporting of Corporate Governance by Listed Companies

✓ SEBI has issued revised format for reporting of Corporate Governance.

✓  Objective to revise format is to bring about transparency and to strengthen the disclosures around loans/ guarantees/ comfort letters/ security provided by the listed entity, directly or indirectly to promoter/ promoter group entities or any other entity controlled by them, hence, it has been mandated on a half yearly basis, in the Compliance Report on Corporate Governance. The format of disclosure in this regard is specified by Annex - IV of the said report and shall be effective from financial year 2021-22.

✓  Accordingly the format for compliance report on Corporate Governance shall be as under: 

I. Annex - I - on quarterly basis;

II. Annex - II - at the end of a financial year

III. Annex - III - at the end of 6 months from the close of financial year

IV. Annex - IV - on a half yearly basis

(w.e.f. first half year of the FY 21-22)

✓ This circular supersedes the aforementioned SEBI Circulars dated September 24, 2015 and July 16, 2019.

✓ To read SEBI Circular, please click here

Company Law Update: Clarification on offsetting CSR expense

✓ Ministry of Corporate Affairs (MCA) has clarified that where a company has contributed any amount to ‘PM CARES Fund’ on 31.03.2020, which is over and above the minimum amount as prescribed under section 135(5) of the Companies Act, 2013 (“Act”) for FY 2019-20, and such excess amount or part thereof is offset against the requirement to spend under section 135(5) for FY 2020-21 in terms of the aforementioned appeal, then the same shall not be viewed as a violation subject to the conditions that:

i. the amount offset as such shall have factored the unspent CSR amount for previous financial years, if any;

ii. the Chief Financial Officer shall certify that the contribution to “PM- CARES Fund” was indeed made on 31st March 2020 in pursuance of the appeal and the same shall also be so certified by the statutory  

auditor of the company; and

iii. the details of such contribution shall be disclosed separately in the Annual Report on CSR as well as in the Board’s Report for FY 2020-21 in terms of section 134 (3) (o) of the Act.

FEMA Update: Extension of Registration under FCRA Act, 2010

✓ In view of Covid-19 pendemic situation, Ministry of Home Affairs (MHA) extended the validity of Registration Certificates issued under the Foreign Contribution (Regulation) Act, (FCRA) 2010 till September 30, 2021.

✓ The above shall be applicable for certificates which have expired or are expiring during the period between 29.09.2020 and 30.09.2021.

SEBI Update: Reporting of Business Responsibility and Sustainability Reporting (BRSR) by the Listed Companies

✓ SEBI, vide circular dated May 10, 2021, has released format for Business Responsibility and Sustainability Reporting (BRSR), applicable to the Top 1,000 Listed Cos. w.e.f. financial year 2022-2023.

✓ In terms of Amendment made in SEBI Listing Regulations pursuant to Circular dated May 5, 2021, the new reporting requirements on ESG has been introduced in the BRSR.

✓ Existing format of Business Responsibility Reporting shall be replaced by new format i.e. Business Responsibility and Sustainability Reporting.

✓ Format of Business Responsibility and Sustainability Reporting and Guidance Note, are provided as Annexure I and Annexure II in the SEBI Circular.

✓ To visit SEBI Circular, please click here.

ICSI Update: Important Decision taken in Council Meeting

✓ Important decisions taken by the Council of the ICSI at its 276th (Special) Meeting held Today:

Key Highlights:

1. Waiver of CPE hours for Financial Year 2020-21 considering prevalent situations caused by Covid-19 pendemic.

2. Creation of a Special Covid- 19 Assistance Corpus for CS Members.

3. Subject to approval from the MCA extension of the last date for payment of Annual Membership Fee and Certificate of Practice and Licentiate Fee.

CSR Update: Clarification on utilisation of CSR Funds used for Covid Care and allied activities

✓ Ministry of Corporate Affairs (MCA) clarified that spending of CSR funds for ‘creating health infrastructure for COVID care’, ‘establishment of medical oxygen generation and storage plants’, ‘manufacturing and supply of Oxygen concentrators, ventilators, cylinders and other medical equipment for countering COVID-19’ or similar such activities are eligible as CSR activities under item nos. (i) and (xii) of Schedule VII of the Companies Act, 2013.

✓ Further, contribution to specified research and development projects as well as contribution to public funded universities and certain Organisations engaged in conducting research in science, technology, engineering, and medicine as eligible CSR activity under item no. (ix) of Schedule VII of the Companies Act, 2013 which.

Company Law Update: Various relaxations under Companies Act, 2013 due to difficulties caused by Covid-19 pendemic

∆ Ministry of Corporate Affairs (MCA) has further UPDATED list of forms for which additional fees are waived off on June 3, 2021:

✓ In addition to forms under Companies Act, 2013, forms to be filed under Companies Act, 1956 has also been added.

✓ In reference to MCA General Circular No. 7/2021, all the forms mentioned below (except Form CHG 1, CHG 4 & CHG 9) and whose due date fall between April 1, 2021 to May 31, 2021 required to be filed by July 31, 2021 to avoid additional fees. For such delayed filings upto July 31, 2021 only normal fees shall be payable.

✓ For Form CHG 1, CHG 4 & CHG 9, MCA General Circular No. 6 required to be referred for waiver of additional fees.

∆ Relaxation in Gap between Two Board Meetings under Companies Act, 2013

✓ In view of difficulties caused by Covid-19 pendemic, Ministry of Corporate Affairs (MCA) has relaxed time gap between two board Meetings.

✓ Under the Sec 173 of the Act, companies required to hold Meetings of the Board within gap of 120 days, which is extended by period of 60 days for First Two Quarters.

✓ Therefore, gap between holding meetings now stands for 180 days instead of 120 days under the Companies Act, 2013.

✓ Relaxation is applicable for April to June 2021 and July to September, 2021 Quarters.

∆ Relaxation on levy of Additional Fees in filing of Certain Forms under the Companies Act, 2013 and LLP Act, 2008.

✓ MCA has granted additional time upto July 31, 2021 for Companies/ LLPs to file forms (other than CHG-1, CHG-4 & CHG-9) without any additional fees 

✓ Therefore, no additional fees shall be levied upto July 31, 2021 for the delayed filings of forms other than above-mentioned which were/would be due for filing during April 1, 2021 to May 31, 2021.