Introduction

Edition 5/20-21

Week – August 17h to 21st

We welcome you to our weekly newsletter for this week!

The ‘Swift e-Bulletin’ - weekly newsletter, covers all regulatory updates and critical judgements passed during the week. We hope that you liked our previous editions and found it to be of great value in its content. We want this newsletter to be valuable for you so, please share your feedback and suggestions to help us improve.

In the wake of COVID-19, we all are witnessing many relaxations, exemptions and amendments to the various legislations by regulatory authorities to ease out the operations during this time of crisis.

Further, various regulatory authorities have been proactive in bringing significant regulatory changes in recent challenging times. These newsletter covers various circulars / notification issued by certain regulatory authorities such as Ministry of Corporate Affiars (“MCA”) Securities and Exchange Board of India (“SEBI”) Reserve Bank of India (“RBI”) and critical Judgements and orders passed by National Company Law Tribunal (“NCLT”), National Company Law Appellate Tribunal (“NCLAT”), SEBI, RBI, Supreme Court and High Court. With a constant endeavor to cover all regulatory updates and judgements/orders at one place, we have prepared a comprehensive summary for quick reference of such updates and Judgements / orders issued during the week of August 17, 2020 to August 21, 2020.

Thank you,

Swift Team

Table of Contents

REGULATORY UPDATES

MCA UPDATES

1. MCA issues clarification on extension of Annual General Meeting (“AGM”) for the Financial year ended March 31, 2020 vide general circular dated August 17, 2020

• The Ministry of Corporate Affairs (“MCA”) has received several representations for providing relaxations in the provisions of Companies Act, 2013 (“the Act”) or rules made thereunder to allow companies to hold their Annual General Meeting (“AGM”) for the financial year ended on March 31, 2020 beyond the statutory period as provided in Section 96 of the Act.
•  MCA had clarified in its general circular No. 20/2020 dated May 05, 2020 regarding holding of AGM through video conferencing or other audio visual means. It has been stated that, all the companies which, despite availing the relaxations provided in the general circular No. 20/2020, dated May 05, 2020, are not able to conduct their AGM for the financial year ending on March 31, 2020, ought to file their applications in e-form GNL-1 for seeking extension of time in holding of AGM for the financial year ended on March 31, 2020 with the concerned Registrar of Companies on or before September 29, 2020.
• The Registrars of Companies have been advised to consider all such applications liberally in view of the hardships faced by the stakeholders and to grant extension for the period as applied for (up to three months) in such applications.

To read more in detail, please click here.

SEBI UPDATES

1. SEBI introduces Corrigendum to Master Circular for Depositories dated October 25, 2019 on preservation of records vide circular dated August 18, 2020

• SEBI vide its earlier circular MRD/DoP/DEP/Cir- 20/2009 dated December 9, 2009 on preservation of records mentioned that Depositories and Depository Participants are required to preserve the records and documents for a minimum period of five years in terms of regulations 38 and 49 of the SEBI (Depositories and Participants) Regulations, 1996.
• Further, in terms of Regulations 54 and 66 of the SEBI (Depositories and Participants) Regulations, 2018 (herein referred to as D&P Regulations, 2018) notified on October 03, 2018, Depositories and Depository Participants are required to preserve the records and documents for a minimum period of eight years.
• In order to align the provisions of the D&P Regulations, 2018 with that of Master Circular for Depositories dated October 25, 2019, Section 4.6 (i) - Preservation of Records shall be replaced with the following:

“Depositories and Depository Participants are required to preserve the records and documents for a minimum period of 8 years”.

• Further, footnote of “Preservation of records” shall be replaced with “Reference Circular MRD/DoP/DEP/Cir-20/2009 dated December 9, 2009 and Regulations 54 and 66 of the SEBI (Depositories and Participants) Regulations, 2018”.
• Paragraph 2 of SEBI circular MRD/DoP/DEP/Cir- 20/2009 dated December 9, 2009 stands partially modified as under:

“In terms of Regulations 54 and 66 of the SEBI (Depositories and Participants) Regulations, 2018 (herein referred to as D&P Regulations, 2018) notified on October 03, 2018, Depositories and Depository Participants are required to preserve the records and documents for a minimum period of eight years”

• It may be noted that the other provisions of SEBI circular MRD/DoP/DEP/Cir20/2009 dated December 9, 2009 shall remain unchanged.
• The Depositories are advised to: a) make amendments to the relevant bye-laws, rules and regulations for the implementation of the above decision, as may be applicable/ necessary; b) to carry out system changes, if any, to implement the above; c) disseminate the provisions of this circular on their website; d) communicate to SEBI, the status of implementation of the provisions of this circular in their Monthly Development Report.

To read more in detail, please click here.