Legal and business impact of Covid19 pandemic in India

IMPACT AND CONSEQUENCES OF COVID-19
DIFFERENT LEGAL AND BUSINESS PERSPECTIVES
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INTRODUCTION
COVID-19 AND ITS IMPACT
• The Novel Coronavirus disease (SARS-Cov-2), or COVID-19, is a global pandemic which
has affected over 0.7 million people across 199 countries as of March 30, 2020. COVID-19
has come to be known as one of the worst known health, social and economic crisis in
modern times.
• The trajectory of COVID-19 in any country depends on several epidemiological factors along
with the timing, nature and degree of interventions undertaken to prevent and contain the
spread.
• A flatter curve is desirable as it implies lower peak incidence and lesser burden on healthcare
system.
• Due to the unprecedented lockdowns imposed by several countries , there are looming
concerns over the livelihoods and overall direction of economy.

INTRODUCTION
COVID-19 AND ITS IMPACT
• India is in the midst stages of managing its COVID-19 outbreak and can learn from
countries like Taiwan, Japan and South Korea, who have been successful in subduing the
spurt in the number of cases with its “test, track and isolate” approach.
• Emerging research and international experience suggests that there could be multiple
trajectories which India could experience in the coming weeks, each having a different
outcome in terms of impact on public health, economy and various other sectors

LITIGATION LAW
1. Doctrine of Frustration of contract owing to Force Majeure
2. Interplay of IBC & FORCE MAJEURE
3. Non – Performance of Contractual Obligations during a
pandemic by essential service providers

FORCE MAJEURE EVENT
• A Force Majeure Event (“FME”) refers to an uncontrollable event, such as Acts of God,
natural calamities, governmental orders, change in law etc., which prevents the contracting
party from fulfilling its obligation under the contract
• When parties contract, there is always a risk of unprecedented events, which may render the
contract impossible. With the FME clause, the parties are secured from such events (e.g..
Pandemic) and may on notice of such events, suspend/ excuse/discharge those services.
• For a party to rely on force majeure, it must be the sole operative clause of the inability to
perform its obligation (Seadrill Ghana Offshore v. Tullow [2018] EWHC 1640 (Comm))

FORCE MAJEURE EVENT
• The Ministry of Finance has issued an internal office memorandum wherein COVID-19 has
been recognized as a Force Majeure Event.
• The notification (dated 19.02.2020, bearing no. F/18/4/2020-PPD), reads:
“A doubt has arisen if the disruption of the supply chains due to spread of corona virus in
China or any other country will be covered in the Force Majeure Clause (FMC). In this
regard, it is clarified that it should be considered as a case of natural calamity and FMC
may be invoked, wherever considered appropriate, following the due procedure as above”

DOCTRINE OF FRUSTRATION
• In the absence of a force majeure clause in contracts, the Section 56 of the Indian Contract Act, 1872 (the
Doctrine of Frustration) is relied upon.
• It acts as device to set aside contracts where unforeseen events either render contractual obligations
impossible, or radically changes the party’s purpose for entering into the contract.
• Indian Courts on The Doctrine of Frustration:
1. “ The impossibility under Section 56 should not be restricted to humanely possible scenarios.”
2. “Change in circumstances means a change which completely upsets the very foundation upon which the
parties rested their bargain .”
3. “The Doctrine of Frustration is not applicable when the rights and obligations of a party arises under a
transfer of property and the same is governed under Section 108(e) the Transfer of Property Act, 1882
(Rights and liabilities of Lessor and Lessee.) ”

DOCTRINE OF FRUSTRATION
4. “Contract Act does not apply to Lease because it is a completed conveyance, different from an executory
contract and events with a discharge of the contract do not invalidate a concluded transfer.”
5. “A contract is not frustrated merely because the circumstances in which it was made gets altered”
The Supreme court in Energy Watchdog vs. Central Electricity Regulatory, (2017) 14 SCC 80 listed the
essentials of The Doctrine of Frustration :
• The Doctrine remains inapplicable when the fundamental basis of the Contract remain unaltered.
• Availability of alternative modes of performance will exclude force majeure
• In so far as a force majeure event occurs outside the scope of the contract, it is dealt with by a rule of
positive law under Section 56 of the Contract Act.

HOW FORCE MAJEURE IMPACTS OPERATION OF IBC
Insolvency and Bankruptcy Code (IBC) essentially caters to proceedings relating to ‘failure to
fulfil undisputed monetary obligation(s)’ and Force Majeure in such cases reflects ‘a ground for
non-performance or delayed performance of contractual obligation which empowers the parties to
terminate the contract’.
In light thereof, the force majeure will impact the proceedings under IBC only in following case:
• There is non-performance of financial obligation by either party;
• The reason for such non-performance is covered by the force majeure clause.
• The defaulted amount arising out of such non-performance is undisputed; and
• The contract has been terminated by invoking the force majeure clause;

HOW FORCE MAJEURE IMPACTS OPERATION OF IBC
• In any scenario other than the aforesaid, the force majeure will have negligent or no impact at
all in the initiation of proceedings under the IBC.
• The question ‘whether the reason for non-performance or delayed performance of financial
obligation is covered by the force majeure clause of concerned contract’ cannot be gone into
by the Adjudicatory Authority (AA) under IBC, and hence, renders the claimed amount
‘disputed’.

EMERGENCY STATUTORY & JUDICIAL
MEASURES AMID COVID-19
Various measures taken by the government to provide relief amidst COVID :
• Increment in minimum amount of default to Rs. 1 Cr. for the applicability of Part II of IBC-
Insolvency Resolution and liquidation for Corporate Persons
(Ministry of corporate Affairs ( vide F. No. 30/09/2020-Insolvency)
• Closure of all commercial and private establishments, except for those dealing with
goods/services of essential nature till 14.04.2020
(Ministry of Home Affairs (vide Order No. 40-3/2020-D dt. 24.03.2020.)
• COVID-19 Regulatory Package advising a three months moratorium on payment of
instalments of Terms Loans .( RBI vide Notification RBI/2019-20/186 dt. 27.03.2020.)
• Approval for the Board Meetings to be held via video conferencing or other audio-visual
means till 30.06.2020.

EMERGENCY STATUTORY & JUDICIAL
MEASURES AMID COVID-19
• Application of Order dt. 23.03.2020 by Hon’ble SC in suo moto with regard to limitation to
all matters falling under the jurisdiction of NCLT during the lockdown.
( vide Notice dt. 24.03.2020 by NCLT, New Delhi. )
• The function of identification of Urgent Matters has been delegated to the NCLT,
Chennai. However, even in urgent matters, no oral submissions will be allowed, and the
order(s) will be communicated to the Parties via Email.
• The HCs of various States have extended the interim orders of all the courts and tribunal in
civil cases. Therefore, the interim orders of NCLTs under IBC will also stand extended.

UNAFFECTED MECHANISMS OF IBC
Considering all the statutory and judicial measures allowing only urgent matters, the following
mechanisms of IBC will not be impacted:
• Service of Demand Notice(s).
• Initiation of Corporate Insolvency Resolution Process (CIRP) if the amount in default meets the
threshold of Rs. 1 Cr. and the application if approved by NCLT for urgent listing.
• Meetings of Committee of Creditors (CoC) .
• Publication of Notices/Information/Statutory Forms by Interim Resolution Professional
(RP/IRP.)
• Submission of Resolution Plans by Resolution Applicants to the RP. However, the approval of
same by AA will not be considered as ‘urge matter’ for listing.

UNAFFECTED MECHANISMS OF IBC
• Interim Applications of any nature which is approved by NCLT for listing as ‘urgent matter’.
• E-filling of Applications/Petitions before NCLT.
• No impact on Resolution Applicants except the ultimate approval of Resolution Plan by the AA.
It is to be noted that some of the timelines under IBC, like those pertaining to Demand Notice,
are of non-extendable nature. In the present conditions, these compliances are practically
possible, and hence, any non-compliance will not be justifiable.

NON - PERFORMANCE OF CONTRACTUAL OBLIGATIONS
DURING A PANDEMIC BY ESSENTIAL PROVIDERS
• A party’s right to invoke the force majeure clause or even the doctrine of frustration is based
on the facts of each case.
• Currently, it is unlikely that parties involved in the supply chain of these essential
commodities/ services will be able to invoke the force majeure clause or use the doctrine of
frustration as their ability to perform their duties has not been adversely impacted.
• Companies involved in the manufacture of such essential commodities/ services need to
negotiate with their distributors, wholesalers and retailers to ensure these products reach the
consumers during these challenging times.

NON - PERFORMANCE OF CONTRACTUAL OBLIGATIONS
DURING A PANDEMIC BY ESSENTIAL PROVIDERS
• Companies manufacturing these essential commodities have a massive social responsibility in
the fight against COVID -19 as their goodwill & brand value is largely dependant on the
performance of contractual obligations by third parties such as the distributors, retailers, etc.
• As the fear around the virus persists, it’s a challenge to keep those working on the ground
motivated to fulfil their contractual obligations and make these essential commodities/
services accessible to the general public.
• Thus, it is important for companies to strategize with their distributors/ retailers in order
to strike the right balance between their safety and the operation of their outlets. For
example: The companies could provide their distributors/ retailers with a set of guidelines to
ensure safe operation of the outlets.

• The companies could also try and arrange for PPE (Personal Protective Equipment) such
as face masks, sanitizers, gloves, etc., for their distributors/ retailers to ensure their safety is
prioritized as well.
• Another factor that requires consideration is that in the event the contract is terminated
between a company and its distributor/ retailer, it will be a challenge to set up another outlet
during the pandemic. Finding a suitable replacement for the distributor/ retailer will also be
difficult as people are confined within their homes during the lockdown.
• For the performance of contractual obligations, companies and distributors/ retailers will
have to work together to overcome the difficulties faced by them and the supply chain
will be maintained.

CAN BUSINESSES INVOKE FORCE MAJEURE?
A COVID-19 PERSPECTIVE
The contagion COVID-19 has been having an unexampled impact
on trade and commerce all over the world. With businesses across
the world forced to resort to the ‘Force majeure’ principle, it
becomes imperative to understand the requirement to fulfil the
contractual obligations in the current scenario.

GOVERNMENT NOTIFICATION IN RESPECT OF
SUPPLY AND LEASES: COVERAGE AND LACUNA
• Ministry of Finance has issued an internal office memorandum wherein the COVID-19 has
been recognized as a Force Majeure Event. (dated 19.02.2020, bearing no. F/18/4/2020-PPD).
• The Chairperson of the National Executive Committee under the Disaster Management Act,
2005 has issued an order through the Ministry of Home Affairs :
“iv. Wherever the workers, including the migrants, are living in rented accommodation, the
landlords of those properties shall not demand payment of rent for a period of one month.
v. If any landlords is forcing labourers and students to vacate their premises, they will be liable for
action under the Act”

POSITION OF PRIVATE BUSINESSES
AND ESTABLISHMENTS
• The notification issued by the Ministry of Finance shall apply only to supply
chains under the Government and does not regulate transactions between private
establishments or businesses.
• The order issued by the Home Ministry shall only apply to residential rents for
premises occupied by labourers, workers, migrants and students and does not
cover lessees of commercial properties.
• Therefore, the supply contracts between private establishments and the commercial
lease of private establishments shall be governed only by the FME clause within
the contract and shall be invoked.
• In the present scenario, with most business contracts not having contemplated a
pandemic as FME, decision are taken case-to-case basis, weighing their business
relationships and prospects, to defer contractual obligations.

DISPUTES & RESOLUTIONS IMPLICATION OF
COVID-19 IN THE MANUFACTURING INDUSTRY
The situation is a sign to predict the different kind of disputes, which
may not be similar to that of a natural calamity situation or a comparison,
or to arrive at a presumable numbers, mitigation and magnification of the
events is an indication to forecast disputes. Possibly a favourable
situation for India of getting new investments in India.

PREDICTABLE IMPLICATIONS
• Distinctive complications – Supply,
Demand, Price, & Quantities
• Unpredictable changes in the supply
and demand – Impact of domestic and
international market.
• Price elasticity of demand
• Likelihood of contract Terminations and
Obligations bound to rise
• Obligations - Labour costs and labour
shortage(Migrant Workers)
• Air traffic closed-Domestic and Intl
(Travel, Customs & Clearing)
• Railway Services EMU and Express
lines stopped
.
• Public and Private Road
Transport stopped
• Movement of individual
/Employees restricted
• All Private & Government
establishments, including
factories closed
• Hotels and Restaurants closed
• Import and Exports restricted
• Work From Home advised
• Salaries to be paid without
deductions (Advised by the
Governments)

• It is likely that the manufacturing sector and the service sector expected to have a large impact
and unpredictable change in volumes, in the contrary, may have difficulties in matching the
special demands that may arise now due to Covid19 scenarios, new product requirements, and
fulfilling delayed supplies.
• Whereas the employee strength will see both sides of the coin, i.e. excess workers on one side
and shortage of migrant workers on the other side

.
ORGIN OF DISPUTES
•Lockdown is Universal
•National and International Contract
cancellations.
•Globalization policies will have an
impact.
•Though, it is not like natural Calamity,
not limited to particular region or place.
•Every country will have their new
economic and trade restrictions.
•Travel bans, Deportation of Immigrant
labours.
•Import restrictions in wake of domestic
employment
FUNCTIONAL DISPUTES
• Production Output
• Order Cancellation
• Price Variation of Existing orders
• Addendum to existing orders
• Refund and Recovery of Payments -
Remedies?
• Balance Workforce & Realign
remuneration
• Health & Safety– “Social Distancing at
Workplace”
• Specific to Workforce – Advisory issued by
the Ministry of Labour and Enforcement is
valid and binding, any person who
contravenes shall be punished under
Section 188 of the IPC

RESOLUTION APPROACH
Doctrine of Frustration
• The Indian Contract Act 1872 doesn’t define Doctrine of Frustration, under Section 56
the application of non-performance and non-liability rests in the eagle-eye view of the
Hon’ble Courts.
• Thus, whether parties can attract the Doctrine of Frustration due to the non-performance
remains a legal aspect that requires clarified review.
• First, the contract and its terms and conditions on the one hand, and
• The circumstances of when there is frustration and the dissolution of the contract shall
occur automatically.

RESOLUTION APPROACH
• The decision by the Supreme Court in the case of Satyabrata Ghose v. Mugneeram Bangur &
Co., 1954 AIR 44, 1954 SCR 310, Observed:
• “It does not depend, as does rescission of a contract on the ground of repudiation or breach,
or on the choice or election of either party. It depends on the effect of what has actually
happened on the possibility of performing the contract (1)”
• "What happens generally in such cases and has happened here is that one party claims that the
contract has been frustrated while the other party denies it. The issue has got to be decided
by the court "ex post facto, on the actual circumstances of the case"(2).”
• “ We will now proceed to examine the nature and terms of the contract before us and the
circumstances under which it was entered into to determine whether or not the disturbing
element, which is allowed to have happened here, has substantially prevented the
performance of the contract as a whole.”

COVID- 19 AND INTELLECTUAL PROPERTY
The COVID-19 pandemic has had a significant impact on
economies worldwide forcing a lockdown in various countries as a
measure to tackle the spread of the disease. Imposing a lockdown
would meaning keeping the public off the streets and allowing the
movement of people only for acquiring essentials. India is also one
of the countries to impose a lockdown for a period of 21 days w.e.f
24.03.2020 which was later extended to 17.05.2020.

IMPACT OF LOCKDOWN
ON LICENSING AGREEMENTS
• An Intellectual property (IP) Licensing Agreement is simply a contractual partnership struck
between the owner of a specific IP and another party.
• The foundation of Intellectual Property is to encourage inventions and ideas through the
application of human intellect.
• It is essential to ensure continuity in filing applications online since the grant of patents are on
a first to file basis and therefore it is imperative that priority over the invention should not be
compromised.
• As a result of the lockdown, IP offices belonging to various countries have shut down their
offices and rescheduled hearings. Deadlines for filing have been extended and since online
filing is available 24*7, applications for patents, trademarks and copyrights can still be made.

IMPACT OF LOCKDOWN
ON LICENSING AGREEMENTS
• For most organizations or business houses, IP forms a part of their most valuable asset apart
from employees.
• One of the major advantages of owning rights to an intellectual property (IP) is the ability to
sell the rights or license IP for a specified time period.
• A license agreement is a contract under which the holder of an IP (licensor) grants permission
for its use to another person (licensee), for an agreed sum of money to the IP owner (or
royalty) as set forth by the provisions of the contract.
• The agreement allows a third party to use a registered patent or other identified intellectual
property, with complete authorization of the owner, provided they meet the financial
commitments set in the license agreement.

UPDATES ON IP FROM AROUND THE WORLD
EU and UK
• The EU IP Office provided a blanket extension on all the proceedings and deadlines up to May
04, 2020. It has declared the following March 24,2020 as interrupted days for meeting the
relevant deadlines and will notify the improvements after assessing the situation.
USA
• The USPTO (the United States Patents and Trademark Office) announced an extension of
certain trademark-related deadlines as part of the Coronavirus Aid, Relief and Economic
Security Act, with prosecution deadlines falling between 27th March and 30th April being
eligible for a 30-day extension.

UPDATES ON IP FROM AROUND THE WORLD
SINGAPORE
• The Registry confirmed that from April 7th onwards the physical office will be closed with its
staff working from home. All filing deadlines have been extended till May 8th for any
deadlines set between Apr 7- May 7. The appointments will be conducted by phone or email,
with all business and legal clinics moving to tele-conferencing.
INDIA
• The Indian IP Office confirmed that it will remain closed to the public until May 03,2020, so
all deadlines between March 25th and May 3rd will be extended.
• Furthermore, the Intellectual Property India has cancelled all the Hearings scheduled during
the lockdown and the rescheduled dates will be provided in due course. Online services remain
unaffected by the lockdown.

CHALLENGES FACED IN
INTELLECTUAL PROPERTY CONTRACTS
• The global coronavirus pandemic is disrupting various industries on an enormous scale and its
effects are likely to be significant and long-lasting.
• It is now the time where businesses are turning towards their contracts for provisions that excuse a
breach in its terms, mainly Force Majeure
• Applicability of Force Majeure depends on certain points:
1. Definition of 'force majeure' in the contract - There must be close scrutiny of the terms of the
agreement along with the happening of the events. Certain agreements may expressly exclude
pandemics or epidemics but may include other effects like quarantine or travel restrictions.

CHALLENGES FACED IN
INTELLECTUAL PROPERTY CONTRACTS
2. Clause based on non-performance - Examine whether non-performance of certain specific terms
is covered by the clause, which can apply to either certain specific terms or to the entire contract.
3. Measures taken before resorting to force majeure - Whether the clause provides for the parties
to have taken sufficient or reasonable steps to ensure performance. For example: meeting minimum
sales requirements.
• The pandemic also poses a possible threat of bankruptcy across different countries. In the
unforeseen event of bankruptcy of a licensor, the consequences include non-performance of the
terms of the license leading the licensee to pursue a breach.
• Another challenge to licensing agreements is when a company or an entity possesses an IP that
is needed to cure COVID 19. In such cases, the company must consider the possibility of
compulsory licensing before enforcing its IP rights.

IMPACT OF COVID- 19 ON THE
INDIAN POWER SECTOR
In India, the impact of COVID-19 on the power sector is relatively less
pronounced. The peak (MW) and energy (MWh) demand has been
gradually falling during the lockdown period. The demand registered a
significant reduction of ~26% by March 26, 2020 compared to March 18,
2020. While some critical sectors and industries may bounce back in short
term, national and regional level economic activity need to be watched, to
understand the impact on electricity demand in the wake of COVID-19.

Potential Impact of COVID-19 on the Sector Elements

RECOMMENDATIONS FOR POWER SECTOR
• On the whole, the key focus should be on – Response (during the emergency conditions and
beyond), Recovery (post-Covid), and Resilience (in the long-term).
• From a specific company, and/or a utility perspective, a more data driven and analytics approach
that covers the impact on 4Cs : (i) Cash; (ii) Customer; (iii) Costs, and (iv) Capital will be
critical.
• All the above will have short, medium and long-term implication for the utilities, in terms of
business continuity, customer management, managing cash flows, implementing new
investments, employee and work force management, etc.
• Factors like safety, security, resilience, etc. will come to fore in the longer term.

RECOMMENDATIONS FOR POWER SECTOR
• Reliable electricity supply is critical for enabling other essential goods and services. Thus, it is
imperative to ensure the continuity of core business functions across the entire electricity value
chain (generation, transmission, distribution and load dispatch) to ensure uninterrupted supply.
• It is imperative to prioritize certain areas, e.g. for business continuity, online working, seamless
command structure, risk mitigation, close tracking ,monitoring and billing etc. are important.
• It is also vital to avoid costumer disruption by use of rapid response teams, customer helplines,
waiving of late fees, providing important information, and enabling customers to pay online.
• Finally, we must ensure safeguarding of critical functions by creating emergency shelters for
system operators and control room staff, take strict measures to avoid spread of infection, sharing
of spare equipment when needed, and form contingency measures to manage volatile demand.

LONG TERM ACTION PLAN
Prolonged lock down and slump in industrial/commercial demand could have exacerbated financial
position of utilities because of reduced availability of subsidies and cross-subsidies and revenue
slippage.
• Some of the proposed measures in this regard are:
1. Announce stimulus packages/financial support for utility to continue services to customers
2. Infuse capital in utilities to improve the liquidity 10.
3. Defer interest payment and moratorium on existing debt.
4. Take policy initiatives (such as recognition of COVID-19 as force majeure) for pass through of
tariffs due to delays, etc.
5. Defer late fee by generators and relaxation of payment security mechanism (LoC) for
DISCOMs struggling to clear the dues.
6. Managing project delays and financial impact

Project delays and increased raw material cost is likely to increase total project cost, impact retail
tariffs and compound existing stress for financial institutions.
The following steps are proposed to manage the potential challenges:
• Classify COVID-19 as force majeure for conventional projects, in line with action taken by
MNRE for RE projects and to allow deferment of the project completion dates.
• Increase moratorium in payments to projects under construction.
• Have additional headroom for classification of defaults and NPA.
• Relax taxes and duties for imported equipment/module affected by supply chain disruption.

• Resilience, as a core attribute embedded in power sector planning and operation
• Resilience hinges on provision of secure, reliance and affordable electricity supply. Resilience
entails anticipation of potential risks, readiness to mitigate, ability to respond to unmitigated risks
and finally adapt with emerging scenarios.
• Some of the areas which could be firmed up are operational protocols, stress testing of new
investments, prioritization frameworks, disaster recovery and response, outage management,
emergency response, hotline filed gangs, cyber security, etc.

IMPACT OF COVID 19-RELIEF MEASURES FOR
DIRECT/INDIRECT TAXATION AND LABOUR LAWS
Government of India (GOI) has been proactive in taking steps to
ensure that Indian Citizens are prepared well to face the challenge and
threat posed by the growing pandemic of COVID-19 the Corona Virus.
The virus brings in its wake devastating adverse effects on the
country’s economy. A slew of relief measures are since announced by
the Finance Minister, MCA, RBI & SEBI for businesses.

COVID 19-RELIEF MEASURES FOR
DIRECT TAX:
Particulars Existing Date Revised Date
Return Filing - FY 18-19 31.03.2020 31.07.2020
Return Filing - FY 19-20
31.07.20/
31.10.20 30.11.2020
Aadhaar-PAN Linking date 31.03.2020 31.03.2021
Vivad se Viswas Scheme - settlement without
additional 10% amount 31.03.2020 31.12.2020
Due Dates for issue of notice,
intimation,notification, approval order, sanction
order, filing of appeal, furnishing of return,
statements, applications, reports, any other
documents and timelimit for completion of
proceedings by the authority.
Any Compliance by the taxpayer including
investment in saving Instruments
Investments for roll over benefits of capital gains
under Income Tax Act, Wealth Tax Act, Prohibition
of Benami Property Transaction Act, Black Money
Act, STT Law, CTT Law, Equalization Levy Law, Vivad
Se Vishwas Law.
1. Extension of Due Date For Filings
Timelimit
expiring
between
20.03.20 to
29.06.20
31.03.2021

COVID 19-RELIEF MEASURES FOR
DIRECT TAX:

GOODS AND SERVICE TAX ACT
A. GSTR-3B dates for Turnover upto Rs.5 Crore
*Interest of 9% to be levied if filed after above mentioned dates
but before 30-09-20 and thereafter 18%p.a.
• Group A- Chhattisgarh, Madhya Pradesh, Gujarat,
Maharashtra, Karnataka, Goa, Kerala, Tamil Nadu, Telangana,
Andhra Pradesh, Daman & Diu and Dadra & Nagar Haveli,
Puducherry, Andaman and Nicobar Islands, Lakshadweep
• Group B- Himachal Pradesh, Punjab, Uttarakhand, Haryana,
Rajasthan, Uttar Pradesh, Bihar, Sikkim, Arunachal Pradesh,
Nagaland, Manipur, Mizoram, Tripura, Meghalaya, Assam,
West Bengal, Jharkhand, Odisha, Jammu and Kashmir,
Ladakh, Chandigarh, Delhi
B. GSTR-3B dates for Turnover more than Rs.5 Crore
C. Relaxation in Filing GSTR-1 without Late Fee:

Other GST Forms and Measures
Form To be filed by Tax Period
Extended
Date
GSTR-CMP08 (Quartely) Furnishing Details of Self Assessed Tax Jan to March 20 07-07-20
GSTR-4 (Annual) Yearly Return for Composite Dealer FY - 2019-20 15-07-20
GSTR-5 (Monthly) Non Resident Foreign Taxpayer March to July 20 31-08-20
GSTR-5A (Monthly) NIR OIDAR Service Provider June 2020 20-07-20
GSTR-6 (Monthly) Input Tax Distributor March to July 20 31-08-20
GSTR-7 (Monthly) TDS Deductor March to July 20 31-08-20
GSTR-8 (Monthly) TCS Collector March to July 20 31-08-20
GSTR-9 (Annual) Annual Return FY - 2018-19 30-09-20
GSTR-9A (Annual) Annual Return for Composite Dealer FY - 2018-19 30-09-20
GSTR-9C (Annual) GST Audit FY - 2018-19 30-09-20
Cumulative Application of 10% restriction for availing Input Tax
Credit for Feb to Aug 20 rolled over to Sept 20

SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI)
1. Disclosures / Periodic filings:
*With lockdown since extended, may be these dates get extended further.
S
No
Required Actions Applicable
regulations of LODR
Original
due date
Revised
due date
YEARLY COMPLIANCES
3 Secretarial Compliance report Regulation 24A 30.05.20 30.06.20
4 Financial results Regulation 33 30.05.20 30.06.20
5 Financial results of entities
having listed NCDs/NCRPS
Regulations 52(1) and
(2)
30.05.20 30.06.20
having listed CPs
SEBI Circulars 115/
2019 and 167/2019
30.05.20 30.06.20
7 Initial disclosure by larger
corporate
SEBI circular
144/2018
30.04.20 30.06.20
8 Annual Disclosure by Larger
corporate
SEBI circular
144/2018
15.05.20 30.06.20
HALF YEARLY COMPLIANCES
9 Compliance certificate Regulation 7(3) 30.04.20 31.05.20
10 Certificate from practicing
Company Secretary
Regulation 40(9) 30.04.20 31.05.20
having listed non-convertible
debentures (NCDs) / non-
convertible redeemable
preference shares (NCRPSs)
Regulation
52(1) and (2)
15.05.20 30.06.20
S
No
Required Actions Applicable
regulations of LODR
Original
due date
Revised
due date
having listed Commercial Papers
(CPs)
SEBI circular
115/2019
15.05.20 30.06.20
QUARTERLY COMPLIANCES:
13 Statement of investor
compliances
Regulation 13(3) 21.04.20 15.05.20*
14 Corporate Governance Report Regulation 27(2) 15.04.20 15.05.20*
15 Share holding pattern Regulation 31 21.04.20 15.05.20*
16 Financial Results Regulation 33 15.05.20 30.06.20
1. Conduct of Meetings
S
No
Required Actions Applicable regulations
of LODR/ SEBI
Original
due date
Revised
due date
1 Meetings of various
committees
Regulations 19(3A) /
20(3A) / 21(3A)
31.03.20 30.06.20
2 Conduct of AGM by top 100
listed entities based on
market capitalization
Regulation 44(5) 31.08.20 30.09.20
Other procedural relaxations by SEBI
The requirement of not more than 120 days gap between 2 meetings in respect
of meetings between 1st
Dec 2019 and 30th
Jun 2020 has been relaxed.
However there is no waiver on 4 meetings in a year [LODR 17(2) and 18(2)(a)]

RELAXATION WITH RESPECT TO LOANS
• A moratorium of three months on payment of all term loan instalments falling due between
March 1, 2020 and May 31, 2020 (‘Moratorium Period’) and shall be excluded by the lending
institutions from the number of days past-due for the purpose of asset classification under the
IRAC norms.
• Similarly in respect of working capital facilities sanctioned in the form of cash credit/overdraft
(CC/OD), the recovery of interest applied during the period from 01.03.2020 up to 31.05.2020 to
be deferred (‘Deferment Period’).
• Special Loan Schemes to provide additional liquidity facility.
• Most of the Public Sector Banks have announced schemes of emergency credit line to meet any
liquidity mismatch for its borrowers to mitigate the hardship faced by various segments.
• The additional liquidity facility COVID-19 Emergency Credit Line (CECL) will provide funds
up to INR 200 crore and will be available till June 30, 2020.

SUPPORTIVE MEASURES FROM RBI
• Increase in the present period of realization and repatriation to India of the amount representing
the full export value of goods or software or services exported, from nine months to fifteen
months from the date of export, for the exports made up to or on July 31, 2020.
• Special finance facilities to NABARD, SIDBI by RBI, which would in turn benefit farm lenders,
small businesses and housing finance companies.
• Cut in reverse repo rate - more liquidity in the hands of the banks for lending.
• Reduction in liquid coverage ratio - more cash availability with banks for lending.
• Relaxations for 3 months Debit cardholders to withdraw cash for free from any other banks’ ATM
for 3 months and waiver of minimum balance fee for Bank accounts.
• Reduced bank charges for digital trade transactions for all trade finance consumers.

RELAXATIONS BY THE
MINISTRY OF CORPORATE AFFAIRS
• Relaxation in holding board meetings with physical presence of directors for approval of
inter alia the annual financial statements, board’s report, etc. Such meetings may be held
through Video Conferencing or other Audio visual means between 19.03.20 to 30.06.20.
• No additional fees shall be charged for late filing during the moratorium period from
01.04.2020 to 30.09.2020, in respect of any document, return, statement etc., required to
be filed in MCA-21 registry, irrespective of its due date.
• Additional time of 6 months granted to newly incorporated companies to file a declaration
for commencement of business, in addition to the existing period of 6 months.
• For the financial year 2019-20, non-compliance of minimum residency in India for a
period of at least 182 days by at least one director of every company, under Section 149 of
the Act, shall not be treated as a violation.

• Extension by a period of 60 days i.e. from the existing 120 days to 180 days until next two
quarters, i.e. till September 30, 2020, thereby waiving of the prescribed interval period for
holding meetings of the board under Section 173 of the Companies Act, 2013.
• In case the independent directors of a company fail to hold at least one meeting without the
attendance of non-independent directors & members of management in the year 2019-20, as
required under Schedule 4 to the Act, the same shall not be viewed as a violation under the
Act.
• The date for transferring at least 20% of the amount of deposits due to mature during
financial year 2020-2021 into the deposit repayment reserve account has been extended by
60 days from 30.04.20 to 30.06.20.
• The date for complying with the requirement to invest or deposit at least 15% of the amount
of debentures maturing during a certain year has been extended up to June 30.

• Applicability of CARO postponed to FY 2020-21, instead of FY 2019-20.
• The threshold of default under section 4 of the IBC 2016 has been raised to INR 1 Crore
(from the existing threshold of INR 1 lakh) to prevent triggering of insolvency proceedings
against MSMEs.
• Corporate Social Responsibility: The MCA has clarified that the spending of CSR funds for
COVID-19 and making contributions to the PM-CARES Fund is an eligible CSR activity.

LABOUR LAWS
• Payment of PF Contribution of Employer’s and Employees by the Government: As part of INR
1.7 lakh crore package announced by Finance Minister on March 26, the government would pay, for
3 months, both employer & employees’ contribution in respect of companies employing up to 100
people, where 90% draw salaries of less than INR 15,000 p m.
• Withdrawal of PF balances: According to the amendment, an EPF member can withdraw an
amount equal to three months of basic and dearness allowance (DA) or 75 per cent of the credit
balance in the account, whichever is lower for them.
• Extension of due dates: The ESI contributions for the month of Feb and Mar 20 can be filed and
paid up to 15th May 20 instead of 15th Mar and 15th Apr respectively.
• Professional Tax: The original due dates for AP -10th Mar, Gujarat -15th Mar, Haryana -31st Mar .
There are no specific circulars extending these dates .
• Labour Welfare Fund: There are no specific circulars extending the due dates.

BUSINESS INTERUPTION INSURANCE
IN LIEU OF COVID - 19
The COVID – 19 has been declared to be a ‘Pandemic’ by the WHO. Many
countries across the globe have order lockdowns either absolute or partial.
India has been under temporary lockdown since 24 March, 2020 which is
still on-going. Various businesses across the world both small & large are
still suffering huge losses. What remains to be seen is whether a Business
Interruption Insurance will reimburse these losses for those companies.

BUSSINESS INTERUPPTION INSURANCE
• Business interruption insurance is insurance coverage that replaces income lost in the event
that business is halted for some reason such as a fire or a natural disaster, and it lasts until the
end of the business interruption period.
• This type of policy pays out only if the cause of loss is covered in the policy. The amount
payable is usually based on the past financial records of the business.
• Every insurance contains a list of exclusions, and infectious disease is generally one of them.
This would cover all virus related & communicable disease related losses.
• Post-SARS, many insurers made clear that pandemic-related losses were excluded. Also,
some policies which expressly provide coverage for communicable diseases generally include
limits up to which losses will be reimbursed to the company.

BUSSINESS INTERUPPTION INSURANCE
• Claim can only be made when the ‘loss of profit’ clause is triggered by any physical damage to
the business. This is most relevant in case of countries adopting for temporary lockdown like
India.
• Normally, business interruption losses are covered under property damage policy. So, only if
there is property damage then the ‘loss of profit’ policy gets triggered.
• Business interruption loss claims arising due to COVID-19 like quarantine or close down of
operations due to non-availability of staff doesn’t entitle a company for reimbursement of its
loses as there would be no property damage due to any accident or event.
• So, the first thing which a company should do is to review their insurance policies to see if
they may already have coverage for losses stemming from COVID-19.

COVERAGE OF THE POLICY
Business Interruption Insurance Policies cover the following :
• Profits - Based on prior months' performance, a policy will provide reimbursement for profits
that would have been earned had the event not occurred.
• Fixed Costs - These can include operating expenses and other incurred costs of doing
business.
• Temporary Location - Some policies cover the costs involved with moving to and operating
from a temporary business location.
• Commission & Training Costs - In the wake of a business interruption event, a company will
often need to replace machinery and retrain personnel on how to use the new machinery.
Business interruption insurance may cover these costs.
• Extra Expenses - Business interruption insurance will provide reimbursement for reasonable
expenses (beyond the fixed costs) that allow the business to continue operating while the
business gets back on solid footing.

COVERAGE OF THE POLICY
• Civil Authority Order - A business interruption event may result in government-
mandated closure of business premises that directly cause financial loss. Examples
include forced closures because of government-issued curfews or street closures related
to a covered event.
• Employee Wages - Coverage of wages is essential if a business does not want to lose
employees while shutting down. This coverage can help a business owner make payroll
when they cannot operate.
• Taxes - Businesses are still required to pay taxes, even when disaster hits. Tax coverage
will ensure a business can pay taxes on time and avoid penalties.
• Loan Payments - Loan payments are often due monthly. Business Interruption coverage
can help a business make those payments even when they are not generating income.

EMPLOYEE TERMINATION IN LIEU OF COVID- 19
COVID – 19 has drastically affected the business and economy of
countries across the globe. As various countries including India are
under lockdown, companies are finding it difficult to pay salaries and
wages to it’s employees and labourers respectively. To manage this
tough situation, many companies have turned to employee termination
so as to manage their dwindling finances.

APPROACH OF DIFFERENT COUNTRIES
• Teleworking and staggered hours are being introduced in many countries at national or work-
place level, with financial support and simpler procedures being used in Italy and Japan.
• Provisions for paid sick leave are being made available in many countries for workers who
are unwell or in quarantine.
• In China, the government has instructed that salary payments should be given to workers who
are unable to work due to quarantine or illness.
• Ireland, South Korea and Singapore have made sick pay/leave available for the self-employed
and UK has provided statutory sick pay for eligible diagnosed or self-isolating individuals.

APPROACH OF DIFFERENT COUNTRIES
• Paid reductions in working time/partial unemployment benefits, which compensate workers
for hours not worked, are being expanded and/or simplified in France, Germany (Kurzarbeit),
Italy and the Netherlands.
• Employment retention is also being guaranteed/promoted through other means.
Unemployment benefits have been expanded in several countries.
• In the Philippines, the Social Security Scheme (SSS) is prepared to pay unemployment
benefits to some 30,000 to 60,000 workers projected to lose their jobs due to the pandemic.
• Other protective measures include childcare support for working parents in almost all
countries where schools and nurseries are closed. Countries like Japan & Germany are
providing these to the working parents so that they can work efficiently even during these
tough times.

APPROACH OF THE INDIAN GOVERNMENT
• The Ministry of Labour and Employment issued a notification on March 20, 2020, advising
all employers to refrain from terminating the employment or deducting wages of their
employees (including casual and contract workers).
• The notification mentions that even if a place of employment is non-operational, the
employees would be deemed to be on duty.
• Certain state governments have also issued similar advisories. Given this, it may be difficult
for employers to retrench or let go of employees or deduct their wages, and in case of
wrongful termination claims by employees, courts will surely rule in favour of the
employees.

APPROACH OF THE INDIAN GOVERNMENT
• The notification also states that if an employee is suspected of suffering from COVID-19, the
employer can deny employment or defer the joining date of such an employee, primarily, to
protect other employees from the infection.
• The Employees' Provident Fund Organisation (EPFO) will continue to provide essential
services to workers related to their provident fund claims and pension disbursement.
• Other ways to ensure non-termination of employees in India include leave management, work
from home and reduction in pay.

CONCLUSION
There are several issues revolving around the impact and consequences of
COVID-19 that has severely affected all industries. It has left the world in a
state of uncertainty, the long term challenges of which are difficult to assess.
Even though this pandemic has had a debilitating effect on businesses and the
economy in general, we can be certain that the situation will improve and
may even bring about positive changes and reforms in the future.
Moving forward, we as a society must learn to adapt to the changes brought
about by the Coronavirus by ensuring that we are fully equipped to face
whatever circumstances we encounter. In this regard, we at Surana & Surana
are more than happy to help you and answer any queries you might have.
Please feel free to contact us at vs@lawindia.com / +91-94887 91000

Legal and business impact of Covid19 pandemic in India

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