CS Pradeep Sahoo

01/01/2022

Wish all a happy and prosperous new year

27/06/2021

15/06/2021

Ref No.: NSE/CML/2021/18
The Company Secretary All Listed Companies
Dear Sir/Madam,
Subject: Guidance note on communications by Listed Entities
June 11, 2021
One of the mediums being used by listed entities to communicate with their stakeholders is the Exchange platform provided in the form of its website. Apart from regulatory filings, entities provide updates on their performance, awards/recognition received worldwide, positioning themselves as a leader, etc. There are also instances wherein Key Managerial Personnel or any other person representing the listed entity is seen disclosing the company’s prospects, future plans, etc while being interviewed. While all this may be significant to survive in an ecosystem in which the company operates, stakeholder interest is of paramount importance as well. The company shall ensure that no price-sensitive information is disclosed unless the same has been first disclosed to the stock exchanges.
The below is an indicative list of things that shall be kept in mind by the listed entities while publicizing the company:
a. The statement made shall be truthful, fair, evidence-based and shall not be manipulative or deceptive or distorted and the listed entity shall not make any statement, promise, or forecast which is untrue or misleading
b. The information shall contain clear, concise, and understandable language
c. If the listed entity presents any financial data, data for the past three years shall also be included along with particulars relating to sales, gross profit, net profit, share capital, reserves, earnings per share, dividends, debts, and the book values. The companies should also provide a link to the company’s website where the details are available and can be
verified.
d. Listed entities shall use simple and easy-to-understand language without using extensive
technical, legal terminology, or complex language. The details provided should be
adequate and appropriate so that the investors are not distracted with excessive details.
e. The company should provide information only with respect to publicly reported financial
information and not provide any forward-looking statement.
f. Non-factual and unsubstantiated statements shall not be made
g. The company can position itself as a leader, pioneer, expert, or any word indicating it as
the best only based on factual data which is widely available and not based on single- source, unless such source is a recognized source and has third-party certification. The company shall also indicate the source based on which such claim is being made and the information on such source should be in the public domain and verifiable.
Confidential

h. In case of receipt of awards/recognition, disclosure shall include whether the listed entity has any relations with the awarding agency along with the number of participants that were evaluated, recognition of the awarding agency in the field in which award is given, and publicly available information relating to the awarding agency.
While the above is just an indicative list, listed entities shall be guided with the intention of the guidance note to protect the interest of the stakeholders.
Yours faithfully,
For National Stock Exchange of India Limited
Avishkar Naik
Head – Listing Compliance
Confidential

05/06/2021

This is for the sake of an intimation with regards to the upcoming compliance to be undertaken under the Companies Act, 2013 on or before this 30th June.

Every Private Limited Companies & Public Companies are mandatorily required to report the details of its indebtedness standing on March 31, 2021.

Indebtedness of the Company includes loan taken from Director, Director's relative, Shareholders, Banks, PFI's, NBFC, HUF, Company, LLP's, Firms, Trust, the amount raised through debt securities like bond, debentures etc.

Company in its routine operations generally accepts the amount as an advance towards the supply of goods, materials and services but sometimes get delay in fulfiling its commitment within the stated timeframe and hance the amount stands classified under the act as Deposit after a certain period of time, and thus the same required to be reported.

The reporting requirement is mandatory and with no exceptions other than certain categories of Companies such as NBFC, Banking Companies, Housing Finance and Government Companies.

"NIL return -not mandatory"

19/12/2020

http://www.mca.gov.in/Ministry/pdf/SecondAmdtRules_18122020.pdf

25/04/2020

SEBI/HO/CFD/CMD1/CIR/P/2020/71
To
April 23, 2020
भारतीयप्रततभतू तऔरवितिमयबोर्ड
Securities and Exchange Board of India
All listed entities that have listed their specified securities All Recognized Stock Exchanges
All Depositories
Madam / Sir,
CIRCULAR
Subject: Relaxation in relation to Regulation 44(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘LODR’) on holding of Annual General Meeting (AGM) by top 100 listed entities by market capitalization, due to the COVID –19 pandemic
1. Regulation 44(5) of the LODR requires top 100 listed entities by market capitalization to hold their Annual General Meeting (AGM) within a period of five months from the date of closing of the financial year. SEBI vide Circular dated March 26, 2020 (SEBI/HO/CFD/CMD1/CIR/P/2020/48) had relaxed this requirement by one month for listed entities whose financial year ends on March 31, 2020.
2. Subsequently, the Ministry of Corporate Affairs (MCA) vide Circular No.18/2020 dated April 21, 2020 has clarified that “...if the companies whose financial year (other than the first financial year) has ended on December 31, 2019 hold their AGM for such financial year within a period of nine months from the closure of the financial year (i.e., by September 30, 2020), the same will not be treated as a violation.”
3. Accordingly, regulation 44(5) of the LODR is relaxed whereby the top 100 listed entities by market capitalization whose financial year ended on December 31, 2019 may hold their AGM within a period of nine months from the closure of the financial year (i.e., by September 30, 2020).
4. This Circular shall come into force with immediate effect. Stock Exchanges are advised to bring the provisions of this circular to the notice of all listed entities that have issued specified securities and also disseminate on their websites.
5. The Circular is issued in exercise of the powers conferred under Section 11(1) of the Securities and Exchange Board of India Act, 1992 read with Regulations 101 and 102 of the LODR and the relaxations contained herein are subject to the provisions of the Companies Act, 2013 and rules made thereunder.
6. This Circular is available at www.sebi.gov.in under the link “LegalCirculars”.
Yours faithfully,
Pradeep Ramakrishnan General Manager Corporation Finance Department Compliance and Monitoring Division-1 +91-22-26449246 [email protected]

Securities and Exchange Board of India (SEBI) has a new mechanism in place to improve investor grievance redressal significantly

22/04/2020

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

18/04/2020

Foreign investment from Neighboring Countries including China will require government approval

In order to secure the opportunities takeover of Indian companies in the current situation arising out of COVID-19, the Government of India has revised the eligibility of foreign investors, with respect to foreign investment, vide a press note dated 17th April, 2020.

Foreign investment in India from a foreign entity incorporated in or where the beneficial owner of such an investment into India is situated in/ is a citizen of any such country which shares the border with India can now be made only through the Government approval route. Earlier, the said condition was made for the for residents and entities incorporated in/ citizen of Bangladesh and Pakistan. Now the aforesaid restriction has been extended to Countries like China, Nepal, Burma, Myanmar, Bhutan and Afghanistan

Further, in case of direct/ indirect transfer of ownership of any existing/ prospective FDI to an foreign entity/ beneficial owner situated in a country which is sharing border with India, then such subsequent change in the beneficial owner shall also require prior approval of Government of India.

14/04/2020

*FSSAI ORDER*
*Dated: 13th April 2020*

*EXTENSION TILL 30TH JUNE 2020 FOR APPLYING FOR RENEWAL OF LICENSE/REGISTRATION*

As we all know that the whole country has been lockdown due to COVID-19 pandemic. Consequently, FSSAI Authorities came up with the ORDER that FBOs (whose license/registration has expired/is expiring during the period 22nd March 2020 to 31st May 2020 *are given an extension to apply for renewal of their license/registration till 30th June 2020*

Please find below link for FSSAI order-

31/03/2020

Great Breaking News👍👍
The Ministry of Corporate Affairs issued Companies Fresh Start Scheme 2020 vide Circular 12/2020 dt 30.3.2020 which applies both public and private companies incorporated under Co Act 1956/2013. The salient features are
(1) permits filing all pending Returns, Statements, Documents for any number of years.
(2) it shall come into operation on 1.4.2020 and remain effective up to 30th Sep 2020.
(3) it applies to all companies both public or private who failed to file all returns statements or Documents including Annual Return remain for any number of years as on date of filing.
(4) Only normal fees as prevailing on the date of filing shall be payable.
(5)no late fee no penalty no prosecution only normal fees payable.
(6) Prosecution if any pending shall be disposed off after payment
(7) Sceme not apply to those companies against whom final notice under Section 248 has been given by ROC for striking off or who applied for striking off or applied for being declared dormant co; vanishing company or dormant company or companies under CIRP
(8) companies who name struck off cannot avail this scheme and have to get their name restored;
(9) Companies can avail this scheme for the purpose of (i) getting themselves dormant under Section 455 and also (ii) getting their name struck off
(10) After payment of normal fees and documents return statement is taken on record, an application shall be filed electronically (without any fees) for obtaining Immunity Certificate but it shall not be filed beyond six month from the date of expiry of scheme.
(11)scheme grants immunity against filing of forms returns and documents but not against any punitive action being done by the company for which suitable can be taken by ROC. For example immunity in delaying in filing return of allotment but not against any illegalites committed in allotment of shares.

This is goldenj opportunity to file all pending Returns Annual Accounts, Statements including all pending Annual Returns pending for any number of years.
Regards