Corporate Updates – 22-09-2017

SEBI:

SEBI has issued a circular to provide integration of broking activities in Equity markets & commodity derivatives markets under single entity. Restriction on stock brokers dealing in securities (other than commodity derivatives) to deal in commodity derivatives has been done away with. Similarly, restriction on stock brokers dealing in commodity derivatives to deal in other securities has also been done away with. Therefore, post these amendments, a stock broker can deal in commodity derivatives and other securities under a single entity, thereby facilitating ease of doing business. Further, to facilitate integration between stock brokers, it is clarified that client account may be transferred from one stock broker to the other stock broker, by taking the express consent of the client through a verifiable mode of communication and thereby continuing with the existing set of documentation in respect of broker client relationship.

SEBI

SEBI, in order to align the requirements specified for listing under schemes of arrangement under Clause III (A)(1)(b) of Annexure I of the Circular with those specified under Rule 19(2)(b) of SCRR, has amended the Clause III (A)(1)(b) of Annexure I of Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017. Accordingly, at least twenty five per cent of the post-scheme paid up share capital of the transferee entity shall comprise of shares allotted to the public shareholders in the transferor entity. Further, if an entity which does not comply with the above requirement may satisfy that the entity has a valuation in excess of Rs.1600 crore as per the valuation report; the value of post-scheme shareholding of public shareholders of the listed entity in the transferee entity is not less than Rs.400 crore; at least ten percent of the post-scheme paid up share capital of the transferee entity comprises of shares allotted to the public shareholders of the transferor entity; and, the entity shall increase the public shareholding to at least 25% within a period of one year from the date of listing of its securities and an undertaking to this effect is incorporated in the scheme.

Corporate Updates – 21-09-2017

CBDT:

dirtpl4 by 29th September, 2017. In order to address these concerns w.r.t a taxpayer who is liable to discharge part of its tax liability by way of advance tax has to bear additional burden of interest for default of advance tax, in case total advance tax paid for the year falls short of the assessed tax by ten percent or more.

SEBI:

The SEBI Board met recently and has taken various decisions in the best interest of the stakeholders. In order to facilitate growth of Infrastructure Investment Trusts (InvITs) and Real Estate investment Trust (REITs), SEBI Board, has approved certain changes in the Amendments to the SEBI (Infrastructure Investment Trusts) Regulations, 2014 and SEBI (Real Estate Investment Trusts) Regulations, 2014 which includes Allowing REITs and InvITs to raise debt capital by issuing debt securities, Introducing the concept of Strategic Investor for REITs on similar lines of InvITs, Allowing single asset REIT on similar lines of InvIT, Allowing REITs to lend to underlying Holdco/SPV and Amending the definition of valuer for both REITs and InvITs. Further, the Board, after deliberations, decided to have further consultation with the stakeholders on a proposal of allowing REITs to invest at least 50% of the equity share capital or interest in the underlying Holdco/SPVs, and similarly allowing Holdco to invest with at least 50% of the equity share capital or interest in the underlying SPVs.

Corporate Updates – 20-09-2017

MCA:

MCA has revised the versions of eforms – Forms CHG – 9 (Application for registration of creation or modification of charge for debentures or rectification of particulars filed in respect of creation or modification of charge for debentures), Form 66 (Form for submission of compliance certificate with the Registrar), Form DIR-12 (Particulars of appointment of Directors and the key managerial personnel and the changes among them), Form CRA-4 (Form for filing Cost Audit Report with the Central Government.). The revised forms will be available on the portal w.e.f 20th September, 2017. Stakeholders are advised to download the latest version before filing. Form- wise date of last version change is available at on the website of MCA.

GST:

CBEC has granted extension of time limit for submitting the declaration in FORM GST TRAN-1 under rule 120A of the Central Goods and Service Tax Rules, 2017. CBEC on the recommendations of the Council, has extended the period for submitting the declaration in FORM GST TRAN-1 till 31st October, 2017. Form GST TRANS – 1 is required to be filed by those taxpayers who have filed their returns for the period till June, 2017 for the previous set of taxes in play, only they can file to carry forward their input tax credit within 90 days from 1st July, 2017, i.e. by 28th September, 2017, now extended upto 31st October, 2017.

Corporate Updates – 19-09-2017

MCA:

Ministry of Corporate Affairs identifies more than one lakh directors of shell companies for disqualification. All such directors are now barred to continue as director of any company and their DIN are already been blocked by MCA. ROC’s wise complete list of all such disqualified directors is now made available on the MCA portal. Pursuant to the action of the Ministry of Corporate Affairs of cancellation of registration of around 2.10 lakh (2,09,032) defaulting companies and subsequent direction of the Ministry of Finance to banks to restrict operations of bank accounts of such companies by the directors of such companies or their authorized representatives, the Ministry of Corporate Affairs has identified 1,06,578 Directors for disqualification under Section 164(2)(a) of the Companies Act, 2013 as on September 12, 2017. As per Section 164 of the Companies Act, 2013, any person who is or has been a director in a company which has not filed financial statements or annual returns for any continuous period of three financial years shall not be eligible for re-appointment as a director in that company or appointed in other company for a period of five years from the date on which the said company fails to do so. Further, Section 167 of the Act provides that on suffering the aforesaid disqualification, the Director shall vacate the office.

GST

CBEC has extended the last date for filing the return in FORM GSTR-3B for the months August to December,2017. On the recommendations of the Council, the return for the month, shall be furnished in FORM GSTR-3B electronically through the common portal on or before the last dates as specified below :-

S.No Month Last Date for filing of return in FORM GSTR-3B
1 August, 2017 20th September, 2017
2 September, 2017 20th October, 2017
3 October, 22017 20th November, 2017
4 November, 2017 20th December, 2017.
5 December, 2017 20th January, 2018

Further, every registered person furnishing the return in FORM GSTR-3B shall, subject to the provisions of section 49 of the said Act, discharge his liability towards tax, interest, penalty, fees or any other amount payable under the said Act by debiting the electronic cash ledger or electronic credit ledger, as the case may be, not later than the extended date, on which he is required to furnish the said return.

Corporate Updates – 18-09-2017

MCA:

The Ministry of Corporate Affairs and Central Board of Direct Taxes (CBDT) have entered into a formal Memorandum of Understanding (MoU) for data exchange to take forward the initiative launched by the Government of India to curb the menace of shell companies, money laundering and black money in the country and prevent misuse of corporate structure by shell companies for various illegal purposes. The MoU will facilitate the sharing of data and information between CBDT and MCA on an automatic and regular basis. It will enable sharing of specific information such as Permanent Account Number (PAN) data in respect of corporates, Income Tax returns (ITRs) of corporates, financial statements filed with the Registrar by corporates, returns of allotment of shares, audit reports and statements of financial transactions (SFT) received from banks relating to corporates. The MoU will ensure that both MCA and CBDT have seamless PAN-CIN (Corporate Identity Number) and PAN-DIN (Director Identity Number) linkage for regulatory purposes. The information shared will pertain to both Indian corporates as well as foreign corporates operating in India. In addition to regular exchange of data, CBDT and MCA will also exchange with each other, on request, any information available in their respective databases, for the purpose of carrying out scrutiny, inspection, investigation and prosecution.

GST

The Central Government, on the recommendations of the Council, has notified that the persons making inter-State taxable supplies of handicraft goods as the category of persons exempted from obtaining registration under the Integrated Goods and Services Tax Act, 2017. Provided that the aggregate value of such supplies, to be computed on all India basis, does not exceed an amount of Twenty Lakh rupees in a financial year. Provided further that the aggregate value of such supplies, to be computed on all India basis, does not exceed an amount of Ten Lakh rupees in case of Special Category States, other than the State of Jammu and Kashmir. All such persons making inter-State taxable supplies shall be required to obtain a Permanent Account Number and generate an e-way bill in accordance with the provisions of rule 138 of the Central Goods and Services Tax Rules, 2017. The expression “handicraft goods” has also been specifically prescribed in the notification along with HSN code, when made by the craftsmen predominantly by hand even though some machinery may also be used in the process.

News from NIRC of ICSI

NIRC of ICSI, invites all its members at a Discussion Meeting on Revival of the Companies under Section 252 of the Companies Act, 2013 & Disqualification of Directors u/s 164(2) of Companies Act, 2013 on Monday, the 18th September, 2017 from 5.30 PM onwards at ICSI-NIRC BUILDING, 4, Prasad Nagar Institutional Area, New Delhi. NO PARTICIPATION FEE. PROGRAM CREDIT HOUR: 2.

Corporate Updates – 15-09-2017

Secretarial Standards – ICSI:

The Secretarial Standards as issued by the ICSI has touched new benchmark as the Malaysian Association of Company Secretaries (MACS) has requested MCA to adopt the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) as the benchmark of Secretarial Standards for the corporates in Malaysia. It is a matter of prestige that our Secretarial Standards are to be adopted / benchmarked by a foreign sister institution in the course of formulation of their own similar standards. Further, the Ministry of Corporate Affairs has approved a request of the Malaysian Association of Company Secretaries (MACS) for adoption of the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) as the benchmark in the development of Secretarial Standards of MACS. The Secretarial Standards on Meetings of the Board of Directors and Secretarial Standard on General Meetings were approved by the Ministry of Corporate Affairs, Government of India under sub-section 10 of Section 118 of the Companies Act, 2013 and are in place with effect from 1st July, 2015. It is a matter of prestige that Indian Standards are to be adopted/benchmarked by a foreign sister institution in the course of formulation of their own similar standards.

MCA:

MCA has issued Clarification regarding obligation with the Indian Accounting Standards (Ind AS) and Rule 4 of Companies (Indian Accounting Standards) Rules 2015 w.r.t payment banks, small finance banks which are subsidiaries of Corporates. The matter has been examined and it is hereby clarified that the holding Company if it is covered by the Corporate sector roadmap for implementation of IND AS, shall follow the corporate sector roadmap and if the Company has got payment bank or small finance bank as its subsidiary then subsidiary Company shall follow the banking sector roadmap prescribed by RBI. However, the payment banks or small finance banks shall provide the In AS financial data to its holding Company for the purpose of consolidation.

Corporate Updates – 14-09-2017

SEBI:

SEBI has issued Clarification on Exchange Traded Cross Currency Derivatives contracts on EUR-USD, GBP-USD and USD-JPY currency pairs. Stock exchange / clearing corporation shall submit a proposal to SEBI for approval for the launch of the cross -currency derivatives product(s). Such proposal shall, inter-alia, include the details of contract specifications, risk management framework, surveillance systems, and other requirements specified in this circular and SEBI circular dated March 09, 2016. Stock exchanges and Clearing corporations are directed to take necessary steps to put in place necessary systems for implementation of the circular, including necessary amendments to the relevant bye-laws, rules and regulations and to bring the provisions of this circular to the notice of the stock brokers and also disseminate the same on their website and to communicate to SEBI the status of implementation of the provisions of this circular.

DGFT

DGFT has issued Trade Notice stating that "Contact@DGFT" serviceas single point contact for all foreign trade related issues has been established. Contact@DGFT system has been activated at the DGFT website (www.dgft.gov.in) as a single point contact for resolving all foreign trade related issues. Exporters/Importers are requested to use this facility for resolution of foreign trade related issues either directly concerning DGFT (headquarters or regional offices) or concerning other agencies of the Central or State Governments. Best efforts will be made for expeditious resolution of issues which are directly related to DGFT and the issues concerning other agencies will be taken up by DGFT on behalf of the exporters/importers with the agencies concerned. A reference number will be issued for each request so that the status of action taken can be tracked. Effective monitoring arrangements have been made. All stakeholders are request in the interest of systematic monitoring and effective resolution, exporters/importers are requested not to send their queries through twitter or email and use Contact@DGFT service instead.

Corporate Updates – 13-09-2017

MCA:

Pursuant to the action of the Ministry of Corporate Affairs of cancellation of registration of around 2.10 lakh (2,09,032) defaulting companies and subsequent direction of the Ministry of Finance to banks to restrict operations of bank accounts of such companies by the directors of such companies or their authorized representatives, the Ministry of Corporate Affairs has identified 1,06,578 Directors for disqualification under Section 164(2)(a) of the Companies Act, 2013 as on September 12, 2017. Ministry of Corporate Affairs is further analyzing the data of these companies available with the Registrar of Companies to identify the Directors and the significant beneficial interests behind these companies. Profiles of Directors such as their background, antecedents and their role in the operations/functioning of these companies are also being compiled in collaboration with the enforcement agencies. The Professionals, Chartered Accountants/Company Secretaries/Cost Accountants associated with such defaulting Companies and involved in illegal activities have been identified in certain cases and the action by Professional Institutes such as ICAI, ICSI and ICoAI is also being monitored. The disqualification under Section 164 of the Act is by operation of law. Further, it may be noted that prior to action against defaulting companies, there were about 13 Lakh companies in the Registry. However, after closing of around 2.10 Lakh Companies, there are about 11 Lakh companies having Active status in the Registry.

RBI:

RBI has clarified that Merchant Discount Rate (MDR) Charges for Government transactions up to Rs.1 lakh through debit cards by all Agency Banks can be claimed as reimbursement from RBI separately as per extant guidelines. It has been further clarified that full amount paid to the Government by the customers / through debit / credit cards should be remitted to the concerned Government Ministry / Department. Deduction of MDR charges from the receipts of government is not permissible at all. Thus, banks which have remitted the net amount of Government receipts after deduction of MDR charges to the Ministries/Departments in contravention of the guidelines referred to above are required to remit the MDR charges so deducted immediately to the concerned Ministry/Department under intimation to Reserve bank of India.

Corporate Updates – 12-09-2017

MCA:

MCA has revised the versions of eForms Form DIR-12 (Particulars of appointment of Directors and the key managerial personnel and the changes among them), Form DIR-6 (Intimation of change in particulars of Director to be given to the Central Government), Form INC-24 (Application for approval of Central Government for change of name) and SPICe Form (New Version – Simplified Proforma for Incorporating Company Electronically (SPICe) – with mandatory PAN & TAN application included) are revised on MCA portal recently and are available on the MCA portal. Stakeholders are requested to download the new version of the forms and to check the latest version of the form before filing.

ICSI – Auditing Standards Board

The Institute of Company Secretaries of India (ICSI), recognising the need to provide support to its members to develop the auditing acumen, techniques and tools and for inculcation of best auditing practices among its members constituted Auditing Standards Board (ASB) with the objective of formulating Auditing Standards of the ICSI. Accordingly, the asb on or before 30th September, 2017.

Corporate Updates – 11-09-2017

SEBI

SEBI has issued a press release stating that Ascertaining acquisition of ‘control’ under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“Takeover Regulations”) requires consideration of facts and circumstances of each case. This results in a multitude of opinions. In view of the same, it was decided by the Board, to explore adoption of bright-line tests for acquisition of ‘control’ under the Takeover Regulations. A number of comments from various stakeholders including the views of the Ministry of Corporate Affairs and the Reserve Bank of India were received in this regard. It is felt that any change or dilution in the definition of control would have far reaching consequences since a similar definition of ‘control’ is used in the Companies Act, 2013 and other laws. The relevant issues have been examined intensively and in view of the aforesaid comments received and considering the current regulatory environment, it has been decided to continue with the practice of ascertaining acquisition of ‘control’ as per the extant definition in the Takeover Regulations.

GST

The GST Council, in its 21st meeting held at Hyderabad on 9th September 2017, has recommended the various measures to facilitate taxpayers. In view of the difficulties being faced by taxpayers in filing returns, the following revised schedule has been approved:

Sl. No. Details / Return Tax Period Revised due date
1 GSTR-1 July, 2017 10-Oct-17
For registered persons with aggregate turnover of more than Rs. 100 crores, the due date shall be 3rdOctober 2017
2 GSTR-2 July, 2017 31-Oct-17
3 GSTR-3 July, 2017 10-Nov-17
4 GSTR-4 July-September, 2017 18-Oct-17 (no change)
Table-4 under GSTR-4 not to be filled for the quarter July-September 2017. Requirement of filing GSTR-4A for this quarter is dispensed with.
5 GSTR-6 July, 2017 13-Oct-17

Due dates for filing of the above mentioned returns for subsequent periods shall be notified at a later date. Form GSTR-3B will continue to be filed for the months of August to December, 2017.Further, a registered person (whether migrated or new registrant), who could not opt for composition scheme, shall be given the option to avail composition till 30th September 2017 and such registered person shall be permitted to avail the benefit of composition scheme with effect from 1st October, 2017. The registration for persons liable to deduct tax at source (TDS) and collect tax at source (TCS) will commence from 18th September 2017. However, the date from which TDS and TCS will be deducted or collected will be notified by the Council later.

News from NIRC of ICSI

Today, the 11th September, 2017, NIRC is organising a MEETING OF CS IN PRACTICE on "IBC – Recent Judgments and Key Issues"on from 5.30 PM onwards at ICSI-NIRC Building 4, Prasad Nagar Institutional Area, New Delhi. No Participation Fee; Program Credit Hour: 2.