Change in Eligibility Criteria for listing on BSE SME Platform

Change in Eligibility Criteria for listing on BSE SME Platform

v Introduction:

Ø The economic impact of the 2020 coronavirus pandemic in India has been largely disruptive even the strongest economies around the globe are struggling to cope with the situation in the wake of COVID-19 pandemic. All the businesses are severely impacted in such crises as there is difficulty faced by all business for doing transactions and also to raise funds to run their businesses.

Ø In the wake of such matters Bombay Stock Exchange Limited (BSE LTD.) issued a notice numbered 20200522-21 dated 22^nd May, 2020 regarding relaxation given to Companies for listing on its SME platform.

The Companies has been given the following relaxations in eligibility criteria for listing on SME platform of BSE Ltd.:-

Sr. No.	Criteria	Existing	Revised
1.	Net Tangible Asset	Rs. 3 crores	Rs. 1.5 crores
2.	Track record	The company or the partnership/proprietorship/LLP firm or the firm which have been converted into the company should have a combined track record of at least 3 years. Or In case it is not operational for 3 years then it should have been funded by Banks or financial institutions or Central or state government or the group company should be listed for at least two years either on the main board or SME board of the Exchange. The company or the firm or the firm which have been converted into the company should have combined positive cash accruals (earnings before depreciation and tax) from operation and its net worth should be positive.	The company or the partnership/proprietorship/LLP firm or the firm which have been converted into the company should have a combined track record of at least 3 years. Or In case it is not operational for 3 years then it should have been funded by Banks or financial institutions or Central or state government or the group company should be listed for at least two years either on the main board or SME board of the Exchange. The company or the firm or the firm which have been converted into the company should have combined positive cash accruals (earnings before depreciation and tax) in any of the year out of last three years and its net worth should be positive.

Ø  All other criteria issued by BSE Ltd. must be same. The other criteria are mentioned in the following link:-

https://www.bsesme.com/static/getlisted/criteriaisting.aspx?expandable=0

v  Applicability:-

The above mentioned criteria would be applicable from 1^st June, 2020.

v  Non-Applicability:-

The Above mentioned relaxations shall not be applicable to NBFC and Broking Companies who are seeking to do listing on SME platform of BSE Ltd.

DISCLAIMER:

The entire material or contents of this write-up/Article have been prepared on the basis of relevant provisions, Circulars and as per the information existing at the time of the preparation. While we endeavor to keep the information up to date and correct. We make no representations or warranties of any kind, express or implied. Although care has been taken to ensure the accuracy, completeness and reliability of the information provided in the said write-up/Article for any purpose.

The user of the information shall agree that the information is not a professional advice. IN NO EVENT I/WE SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR INCIDENTAL DAMAGE RESULTING FROM THE USE OF THE INFORMATION.

APPLICABILITY OF CASH FLOW STATEMENT, CARO (2016 & 2020) & INTERNAL FINANCIAL CONTROL.

APPLICABILITY OF CASH FLOW STATEMENT, CARO (2016 & 2020) & INTERNAL FINANCIAL CONTROL.

v  Applicability of Cash Flow Statement:-

According to Section 2(40) of Companies Act, 2013, The Financial statements of a company include Cash Flow Statement. Cash Flow Statement is governed by The Companies (Accounting Standards) Rules, 2006 (AS 3) and The Companies (Indian Accounting Standards) Rules, 2015 (Ind AS 7), as applicable.

The following companies are given exemption from filing Cash Flow Statement:-

—  One Person Company ¹

—  Dormant Company ²

—  Small Company ³

v  Applicability of The Companies (Auditor’s Report) Order:-

For Financial Year 2019-20, The Companies (Auditor’s Report) Order, 2016 would be applicable.

The CARO, 2016 would not be applicable to the following companies:-

—  A Banking Company as per section 5(c) of The Banking Regulation Act, 1949.

—  An Insurance Company as per The Insurance Act, 1938.

—  A Company licensed to operate under Section 8 (Company with charitable purpose).

—  One Person Company

—  Small Company

—  A Private Company not being a subsidiary or holding company of a Public company

Ø  Having Paid up capital and reserves and surplus upto one crore rupees.

Ø  Having borrowings upto one crore rupees.

Ø  Which does not have a total revenue as disclosed in Scheduled III to the Companies Act (including revenue from discontinuing operations) exceeding ten crore rupees during the financial year.

According to order number S.O. 849(E) of MCA dated 25^th March, 2020, For Financial Year 2020-21, The Companies (Auditor’s Report) Order, 2020 would be applicable.

The CARO, 2020 would not be applicable to the following companies:-

—  A Banking Company as per section 5(c) of The Banking Regulation Act, 1949.

—  An Insurance Company as per The Insurance Act, 1938.

—  A Company licensed to operate under Section 8.

—  One Person Company

—  Small Company

—  A Private Company not being a subsidiary or holding company of a Public company

Ø  Having Paid up capital and reserves and surplus upto one crore rupees.

Ø  Having borrowings upto one crore rupees.

Ø  Which does not have a total revenue as disclosed in Scheduled III to the Companies Act (including revenue from discontinuing operations) exceeding ten crore rupees during the financial year.

v  Applicability of Internal Financial Control:-

Reporting of Internal Financial Control shall be as per section 143(3)(i) of Companies Act, 2013 and Rule 10A of The Companies (Audit & Auditors) Rules, 2014.

Reporting on Internal Financial Control is applicable to all companies except:-

—  One Person Company

—  Small Company

—  A company whose turnover is less than fifty crores as per latest audited financial statement.

—  A company whose borrowing from banks, financial institutions or body corporate is less than twenty five crores.

Ø  Definitions:-

^1. One Person Company :-

According to section 2(62), One Person Company means a company which has only one person as a member.

² Small Company:-

According to section 2(85), Small company means a company, other than public company whose

(i) Paid up share capital of which does not exceed fifty lakh rupees or such higher amount as may me prescribed which shall be not be more than ten crore rupees.

(ii) Turnover of which as per profit and loss account for the immediately preceding financial year does not exceed two crore rupees or such higher amount as may be prescribed which shall not be more than one hundred crore rupees.

Provided that nothing shall apply to –

[A] a holding or a subsidiary company

[B] a company registered under section 8

[C] a company or body corporate governed by any special Act.

³ Dormant Company:-

According to section 455(1) of Companies Act, 2013, Where a company is formed and registered under this Act for a future project or to hold an asset or intellectual property and has no significant accounting transaction, such a company or an inactive company may make an application to the Registrar in such manner as may be prescribed for obtaining the status of a dormant company.

DISCLAIMER:

The entire material or contents of this write-up/Article have been prepared on the basis of relevant provisions, Circulars and as per the information existing at the time of the preparation. While we endeavor to keep the information up to date and correct. We make no representations or warranties of any kind, express or implied. Although care has been taken to ensure the accuracy, completeness and reliability of the information provided in the said write-up/Article for any purpose.

The user of the information shall agree that the information is not a professional advice. IN NO EVENT I/WE SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR INCIDENTAL DAMAGE RESULTING FROM THE USE OF THE INFORMATION.

MCA COMPLIANCE CALENDAR

MCA COMPLIANCE CALENDAR

FOR THE YEAR 2020-2021

FOR PRIVATE & PUBLIC LIMITED COMPANIES

&

FOR LIMITED LIABILITY PARTNERSHIPS

GOVIL RATHI & ASSOCIATES

PRACTICING COMPANY SECRETARIES

AHMEDABAD, GUJARAT

v  HALF YEARLY COMPLIANCES OF PRIVATE & PUBLIC LIMITED COMPANIES.

NAME OF FORM	DESCRIPTION OF THE FORM	PROVISIONS PURSUANT TO WHICH THE FORM IS BEING FILED	ORIGINAL DUE DATE	EXTENDED/LAST DUE DATE
MSME-1 (October to March)	Form for furnishing half yearly return with the registrar in respect of outstanding payments to Micro or Small Enterprises.	Pursuant to Order 2 and 3 dated 22 January, 2019 issued under Section 405 of the Companies Act, 2013	30/04/2020	30/04/2020 (Same)
MSME-1 (April to September)			31/10/2020	31/10/2020 (Same)

v  YEARLY COMPLIANCES OF PRIVATE & PUBLIC LIMITED COMPANIES

(For Numbers Mentioned After Date Refer Notes Mentioned Below)

NAME OF FORM	DESCRIPTION OF THE FORM	PROVISIONS PURSUANT TO WHICH THE FORM IS BEING FILED	ORIGINAL DUE DATE	EXTENDED/LAST DUE DATE
DIR-3 KYC	KYC of Directors	Pursuant to rule 12A of The Companies (Appointment and Qualification of Directors) Rules, 2014	30/09/2020	30/09/2020 (1) (Same)
DPT-3	Return of deposits OR Particulars of transactions by a company not considered as deposit as per rule 2 (1) (c) of the Companies (Acceptance of Deposit) Rules, 2014 OR Return of Deposit and Particulars of transactions by a company not considered as deposit.	Pursuant to rule 16 of the Companies (Acceptance of Deposits) Rules, 2014.	30/06/2020	30/09/2020 (2  &  3)
BEN-2	Return to the Registrar in respect of declaration under section 90	Pursuant to section 90 (4) of The Companies Act, 2013 and rule 4 and rule 8 of the Companies (Significant Beneficial Owners) Rules, 2018.	31/03/2020	30/09/2020 (2 &  3)
AOC-4 (FOR FY- 2019-20)	Form for filing financial statement and other documents with the Registrar	Pursuant to section 137 of the Companies Act, 2013 sub-rule (1) of Rule 12 of Companies (Accounts) Rules,2014	Within 30 Days From Conclusion Of AGM	29/10/2020 (In Most Of The Cases) (In Case where AGM Date is 30/09/2020)
AOC-4 CFS	Form for filing consolidated financial statements and other Documents with the Registrar.	Pursuant to section 137 of the Companies Act, 2013 and Rule 12 of the Companies (Accounts) Rules, 2014	Within 30 Days From Conclusion Of AGM	29/10/2020 (In Most Of The Cases) (In Case where AGM Date is 30/09/2020)
AOC-4 XBRL (FOR FY- 2019-20)	Form for filing XBRL document in respect of financial statement and other documents with the Registrar	Pursuant to section 137 of the Companies Act, 2013 and rule 12(2) of the Companies (Accounts) Rules,2014	Within 30 Days From Conclusion Of AGM	29/10/2020 (In Most Of The Cases) (In Case where AGM Date is 30/09/2020) (In case CFS  is Applicable to such companies than XML of CFS shall be attached in Form AOC-4 XBRL)
FORM MR-3 (FOR FY- 2019-20)	Submission of Secretarial Audit Report along with the Board Report when: Its total Paid- up capital is equal to or crosses Rs.50 crore or Its annual turnover is equal to or exceeds Rs 250 crore.	Section 204 of Companies Act, 2013 to be read with Rule 9 of The companies (Appointment and Remuneration Personnel) Rules, 2014.	To Be Submitted Along With Board Report As An Attachment In AOC-4 (XBRL).	To Be Submitted Along With Board Report As An Attachment In AOC-4 (XBRL).
MGT-7	Annual Return	Pursuant to sub-Section(1) of section 92 of the Companies Act, 2013 and sub-rule (1) of rule 11of the Companies (Management and Administration) Rules, 2014.	Within 60 Days From Conclusion Of AGM	28/11/2020 (In Most Of The Cases) (In Case where AGM Date is 30/09/2020)
MGT-8	CERTIFICATE BY A COMPANY SECRETARY IN PRACTICE In case of a listed company or a company having paid up share capital of Ten Crore rupees or more or turnover of Fifty Crore rupees or More.	Pursuant to section 92 (2) of the Companies Act, 2013 and rule 11(2) of Companies (Management and Administration) Rules, 2014.	To Be Submitted To ROC as an Attachment of Form MGT-7.	To Be Submitted To ROC as an Attachment of Form MGT-7.
MGT-14	To Be Filed By Public Company After Passing Resolution Of Approval Of Financial Statements And Board Report In Board Meeting.	Pursuant to section 117 & 179 of the Companies Act, 2013.	Within 30 Days From Passing Of Board Resolution	Within 30 Days From Passing Of Board Resolution. (2 &  3)
ADT-1 (IF APPLICABLE FOR THE SAID YEAR)	Notice to the Registrar by company for appointment of Auditor	Pursuant to section 139 of the Companies Act, 2013 and Rule 4 (2) of the Companies (Audit and Auditors) Rules, 2014.	Within 15 Days From Conclusion Of AGM (In Case AGM where Date is 30/09/2020)	14/10/2020 (Same)
CRA-2	Form of intimation of appointment of cost auditor by the company to Central Government	Pursuant to section 148(3) of Companies Act, 2013 and rule 6 (2) & 6 (3A) of the Companies (cost records and audit) Rules, 2014.	Within a period of 30 days of the Board meeting in which such appointment is made or within 180 days of the commencement of the financial year, whichever is earlier.	Within a period of 30 days of the Board meeting in which such appointment is made or within 180 days of the commencement of the financial year, whichever is earlier. (Same)
CRA-4	Form for filing Cost Audit Report with the Central Government	Pursuant to section 148(6) of Companies Act, 2013 and rule 6 (6) of the Companies (cost records and audit) Rules, 2014	Within 30 Days From Receipt Of Cost Audit Report	Within 30 Days From Receipt Of Cost Audit Report (Same)
PAS-6	Form for Reconciliation of Share Capital Audit Report on half yearly basis.	Pursuant to rule 9A (8) of the Companies (Prospectus and Allotment of Securities) Rules, 2014.	The form is to be filed half yearly and within 60 days from the date of deployment of form on Website of MCA.	The form is to be filed half yearly and within 60 days from the date deployment of form on Website of MCA. (Same) (4)

Note:

(DUE DATES OF FORMS ARE EXTENDED PURSUANT TO THE BELOW MENTIONED CIRCULARS)

^{1 Pursuant to update by Ministry of Corporate Affairs dated 31st March, 2020 & Pursuant to General Circular No. 11 dated 24th March, 2020 & General Circular No. 12 dated 30th March 2020.}

^{The following measures have been implemented for:}

^{➡ Disqualified/ Deactivated DIN: DIN holders of DINs marked as ‘Deactivated’ due to non-filing of DIR-3KYC/DIR-3 KYC-Web are encouraged to become compliant once again without any filing fee of INR 5000/- but by Filling Form DIR-3KYC/DIR-3 KYC-Web before 30th September,2020.}

 ^{2  General Circular No. 12 dated 30th March 2020}  

^{3 List of Forms-CFSS, 2020 & LLP Modified Settlement Scheme 2020}

^{4 General Circular No. 16/2019 dated 28th November, 2019 regarding Form PAS-6.}

v COMPLIANCES TO NEWLY INCORPORATED COMPANIES

(For Numbers Mentioned After date refer Notes Mentioned Below)

NAME OF FORM	Description of the Form	Provisions pursuant to Which the Form is being filed	ORIGINAL DUE DATE	EXTENDED/LAST DUE DATE
INC-20A	Declaration for commencement of business	Pursuant to Section 10A(1)(a) of the Companies Act, 2013 and Rule 23A of the Companies (Incorporation) Rules, 2014.	Within 180 Days Of Incorporation	Within 360 Days Of Incorporation {180+180 (Extended Due To Covid-19)} (5)
ADT-1	Notice to the Registrar by company for appointment of auditor	Pursuant to section 139 of the Companies Act, 2013 and Rule 4 (2) of the Companies (Audit and Auditors) Rules, 2014.	Within 15 Days Of Appointment Of 1st Auditor.	Within 15 Days Of Appointment Of 1st Auditor.

Note:

(DUE DATES OF FORMS ARE EXTENDED PURSUANT TO THE BELOW MENTIONED CIRCULARS)

^{5 Point no. 6 of General Circular No. 11 dated 24th March, 2020}

v  YEARLY COMPLIANCES FOR LIMITED LIABILITY PARTNERSHIPS

(For Numbers Mentioned After date refer Notes Mentioned Below)

NAME OF FORM	Description of the Form	Provisions pursuant to Which the Form is being filed	ORIGINAL DUE DATE	EXTENDED/LAST DUE DATE
LLP-11	Annual Return of Limited Liability Partnership (LLP)	Pursuant to rule 25(1) of Limited Liability Partnership Rules, 2009.	30/05/2020	30/09/2020  (6 & 7)
LLP-8	Statement of Account & Solvency	Pursuant to rule 24 of Limited Liability Partnership Rules, 2009.	30/10/2020	30/10/2020 (Same)

Note:

(DUE DATES OF FORMS ARE EXTENDED PURSUANT TO THE BELOW MENTIONED CIRCULARS)

6^{General Circular No. 12 dated 30th March 2020}

^{7 List of Forms-CFSS, 2020 & LLP Modified Settlement Scheme 2020}

DISCLAIMER:

The entire material or contents of this write-up/Article have been prepared on the basis of relevant provisions, Circulars and as per the information existing at the time of the preparation. While we endeavor to keep the information up to date and correct. We make no representations or warranties of any kind, express or implied. Although care has been taken to ensure the accuracy, completeness and reliability of the information provided in the said write-up/Article for any purpose.

The user of the information shall agree that the information is not a professional advice. IN NO EVENT I/WE SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR INCIDENTAL DAMAGE RESULTING FROM THE USE OF THE INFORMATION.

The Said Write up/ Article is just an interpretation from the view of Author.