India – Corporate & SCRA Snapshot.

Clarification on Prosecution of Independent Directors and Non-Executive Directors

The Ministry of Corporate Affairs (‘MCA’) issued a Circular dated March 2, 2020 on the initiation of prosecution or internal adjudication proceedings against independent directors and non-executive directors (who are not promoters or key managerial personnel (‘KMP’) of a company)…

Notification on Appointment of Whole-Time Company Secretary and Secretarial Audit

MCA has, by a notification dated January 6, 2020, amended the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (‘Managerial Personnel Appointment Rules’), effective on and from April 1, 2020…

Notification of Provisions Relating to Schemes of Arrangement Including Takeover Offers

MCA on February 3, 2020, notified Sections 230(11) and 230(12) of the Companies Act, 2013 (‘Companies Act’). Section 230(11) of the Companies Act allows for a takeover offer to be implemented through a scheme of compromise or arrangement…

Extension of Certain Provisions of the Companies Act to Limited Liability Partnerships

With effect from January 30, 2020, MCA has extended the application of Section 460 of the Companies Act to limited liability partnerships (‘LLPs’), which empowers the Central Government to condone any delays (for reasons to be recorded in writing), in making applications to the Central Government or filings with the ROC…

Companies Fresh Start Scheme, 2020

On March 30, 2020, MCA introduced the Companies Fresh Start Scheme, 2020 (‘CFSS’) which grants a one-time opportunity to defaulting companies to make delayed filings, with the ‘MCA21’ registry, without any penalty…

LLP Settlement Scheme, 2020

MCA, on March 4, 2020, introduced the LLP Settlement Scheme, 2020 (‘LLP Scheme’) providing a one time relaxation on additional fees required to be paid by LLPs upon default in making timely filings…

CSR Contribution towards COVID-19 Pandemic

MCA has by a Circular and an office memorandum dated March 23, 2020 and March 28, 2020, respectively, clarified that spending of funds by companies in relation to COVID-19, including by contribution to the Prime Minister’s Citizen Assistance and Relief in Emergency Situations Fund (‘PM-CARES Fund’), is an eligible corporate social responsibility (‘CSR’) expenditure under the Companies Act…

Companies (Winding Up) Rules, 2020

MCA on January 24, 2020 has notified the Companies (Winding Up) Rules, 2020 (‘Winding Up Rules’), effective from April 1, 2020. While ‘voluntary winding up’ and ‘winding up on the grounds of inability to pay off debts’ fall within the purview of the (Indian) Insolvency and Bankruptcy Code, 2016 (‘IBC’), the Winding Up Rules set out the procedure…