GST:

The GST Council, in its 22nd Meeting has recommended various facilitative changes to ease the burden of compliance on small and medium businesses. Some of the welcome changes are Registration and operationalization of TDS/TCS provisions to be postponed till 31st March, 2018; The e-way bill system to be introduced in a staggered manner with effect from 1st January, 2018 and will be rolled out nationwide with effect from 01st April 2018. The last date for filing the return in FORM GSTR-4 by a taxpayer under composition scheme for the quarter July-September, 2017 shall be extended to 15th November 2017. The last date for filing the return in FORM GSTR-6 by an input service distributor for the months of July, August and September, 2017 shall be extended to 15th November 2017. Invoice Rules to be modified to provide relief to certain classes of registered person. Suspension of the reverse charge mechanism u/s 9(4) of the CGST Act, 2017 and u/s 5(4) of the IGST Act, 2017 till 31st March 2018. Changes in Composition Schemes to simplify compliance structures for the tax payers. The taxpayers having annual aggregate turnover up to Rs. 1.5 crores shall not be required to pay GST at the time of receipt of advances on account of supply of goods. The GST on such supplies shall be payable only when the supply of goods is made.

IBBI

IBBI has amended the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons)Regulations, 2016 and Insolvency and Bankruptcy Board of India (Fast Track Insolvency Resolution Process for Corporate Persons) Regulations, 2017. According to the amended regulations, a resolution plan shall include a statement as to how it has dealt with the interests of all stakeholders, including financial creditors and operational creditors, of the corporate debtor.

SEBI:

SEBI has formed a Committee on Corporate Governance in June 2017 under the Chairmanship of Mr. Uday Kotak with a view to enhancing the standards of corporate governance of listed entities in India. The committee consisted of officials from the government, industry, professional bodies, stock exchanges, academicians, lawyers, proxy advisors, etc. The committee has deliberated on various issues including ensuring independence in spirit of Independent Directors and their active participation in functioning of the company, Improving safeguards and disclosures pertaining to Related Party Transactions, Issues in accounting and auditing practices by listed companies, Improving effectiveness of Board Evaluation practices. The committee has recommended various new things for the effective corporate governance including the Secretarial audit may be extended to all material unlisted Indian subsidiaries and in the annual report, a certificate from a company secretary in practice be included providing that none of the directors have been disqualified. Further, the committee has recommended that the term ‘Senior Management’ shall specifically include Company Secretary.

CBEC – Service Tax

CBEC has issued Clarification regarding reflection of transitional credit arising out of payment of Service Tax on RCM basis after 30th June 2017 and by 5th/6th July 2017. It has been clarified that in cases where service was received before 1-7-2017 and payment for the value of the service was also made before 1-7-2017, but the service tax was paid by 5th/ 6th July 2017, details of credit should be indicated in Part I of Form ST-3 by filing a revised return. In order to give compliant assessees who had filed their ST 3 return by the due date or some days later, an immediate and viable window to file revised returns, all ST3 returns for the period 1-4-2017 to 30-6-2017 which have been filed upto and inclusive of the 31st day of August 2017, shall be deemed to have been filed on 31-8-2017. Once details of such credit are reflected in the ST-3, the assessee may proceed to fill in the details in Form GST TRAN-1. Further, in the case of assessees who were not registered under ACES, who want to make payment of service tax on or after 1-7-2017, they may avail of the category of “non assessee registration” in the registration module of ACES.

News from NIRC of ICSI

NIRC of ICSI is organising an One Day Workshop on the topic "Process for Revival of the Companies under Section 252 of the Companies Act,2013 & Remedial measures for disqualification of Directors u/s 164(2) of Companies Act, 2013" on Saturday, the 7th October, 2017 from 10.00 AM onwards at ICSI-NIRC Building Auditorium, 4 Prasad Nagar Institutional Area, New Delhi. Fee: Rs.500/- per delegate (inclusive of GST) (Including Corporate Members of NIRC of ICSI). Registration through PayTM is also available. PCH – 4

CBEC:

The Central Board of Excise and Customs has specifies conditions and safeguards for furnishing a Letter of Undertaking in place of a Bond by a registered person who intends to supply goods or services for export without payment of integrated tax. All registered persons who intend to supply goods or services for export without payment of integrated tax shall be eligible to furnish a Letter of Undertaking in place of a bond except those who have been prosecuted for any offence under the Central Goods and Services Tax Act, 2017 or the Integrated Goods and Services Tax Act, 2017 or any of the existing laws in force in a case where the amount of tax evaded exceeds two hundred and fifty lakh rupees. Further, the Letter of Undertaking shall be furnished on the letter head of the registered person, in duplicate, for a financial year in the annexure to FORM GST RFD – 11 and it shall be executed by the working partner, the Managing Director or the Company Secretary or the proprietor or by a person duly authorised by such working partner or Board of Directors of such company or proprietor. The provisions of this notification shall mutatis mutandis apply in respect of zero-rated supply of goods or services or both made by a registered person (including a Special Economic Zone developer or Special Economic Zone unit) to a Special Economic Zone developer or Special Economic Zone unit without payment of integrated tax.

RBI – NBFC

RBI has issued the Master Directions – Non-Banking Financial Company – Peer to Peer Lending Platform(Reserve Bank) Directions, 2017 which shall come into force with immediate effect. These Directions shall apply to every Non-Banking Financial Company- Peer to Peer Lending Platform (NBFC-P2P) as defined in these Directions. The objective of these Directions is to provide a framework for the registration and operation of NBFC-P2Ps in India. "Peer to Peer Lending Platform” means an intermediary providing the services of loan facilitation via online medium or otherwise, to the participants. No NBFC-P2P shall commence or carry on the business of a Peer to Peer Lending Platform without obtaining a Certificate of Registration (hereinafter referred to as “CoR”) from the Bank. Every company seeking registration with the Bank as an NBFC-P2P shall have a net owned fund of not less than rupees twenty million or such higher amount as the Bank may specify. A detailed procedure for registration by the existing and prospective NBFC-P2P is provided through these directions.

News from NIRC of ICSI

NIRC of ICSI is organising an One Day Workshop on the topic "Process for Revival of the Companies under Section 252 of the Companies Act,2013 & Remedial measures for disqualification of Directors u/s 164(2) of Companies Act, 2013" on Saturday, the 7th October, 2017 from 10.00 AM onwards at ICSI-NIRC Building Auditorium, 4 Prasad Nagar Institutional Area, New Delhi. Fee: Rs.500/- per delegate (inclusive of GST) (Including Corporate Members of NIRC of ICSI). Registration through PayTM is alsoavailable. PCH – 4.

Happy CS Day & Congratulations to proud members of fraternity on Golden Jubilee Celebrations…Hon’ble Prime Minister Shri Narendra Modi Ji will be inaugurating the Golden Jubilee Year Celebrations of The Institute of Company Secretaries of India (ICSI) at Vigyan Bhawan on 4th October, 2017. DD News will cover the event Live. Please watch the program on DD News from 6 pm onwards on 4th October, 2017. You can also tune into the PMO’s YouTube channel, Live webcasting & ICSI Youtube Channel by clicking on any of the links provided herehunder :

https://www.youtube.com/pmoindia

http://liveall10.yolasite.com/mjilii.php

https://youtu.be/qgD8htcTuic

SEBI

RBI in the recent past has decided to exclude foreign investment in Rupee Denominated Bonds (RDB) issued overseas by Indian corporates, from the Combined Corporate Debt Limit (CCDL). Accordingly, in partial modification to applicable SEBI circular dated August 04, 2016, with effect from October 03, 2017, foreign investments in RDB shall no longer be reckoned against the CCDL. Further, the CCDL shall be renamed as the Corporate Debt Investment Limits (CDIL) for FPIs. The upper limit for CDIL shall, henceforth, be stated only in Rupee terms. A sub-limit exclusively for investments by Long Term FPIs (Sovereign Wealth Funds (SWFs), Multilateral Agencies, Endowment Funds, Insurance Funds, Pension Funds and Foreign Central Banks) in the infrastructure sector shall be created within the overall CDIL. The term ‘Infrastructure’ shall be as defined under the Master Direction on External Commercial Borrowings issued by the Reserve Bank of India. However, Long term FPIs will continue to be eligible to invest in sectors other than infrastructure. All other extant conditions with respect to FPI investments in corporate debt securities shall continue to apply.

IBBI

The Insolvency and Bankruptcy Board of India has notified the Insolvency and Bankruptcy Board of India (Information Utilities) (Amendment) Regulations, 2017 which shall come into force on the date of their publication in the Official Gazette. In the Insolvency and Bankruptcy Board of India (Information Utilities) Regulations, 2017, in regulation 3, sub-regulations (e) and (f) shall be omitted which are related to the control of the Information Utility and their voting power more than 49% by the person(s) resident outside India. Further, an Indian Company, Listed on a recognised Stock Exchange in India, or any other Company, where no individual holds more than ten percent of the paid-up equity share capital, may hold up to hundred percent of the paid-up equity share capital or total voting power of an information utility up to three years from the date of its registration. Provided that the information utility is registered before 30th September, 2018. New Clause is also added as Regulation 9 (1A) to define the control of the Management of the Company as more than half of the directors of an information utility shall be Indian nationals and residents in India.

MCA:

MCA has issued clarification regarding the timelines for making applicable / available new Form DPT-3 issued vide the Companies (Acceptance of Deposits) Second Amendment Rules, 2017. The said amendment Rules inter-alia provide for substitution of existing Form DPT-3 with a new Form DPT-3. MCA has clarified that new Form DPT-3 shall be made available for E-filing after the month of November, 2017 and till the time the new eform is made available, the existing e-form can be used.

NCLT

NCLT has issued an Order w.r.t transfer of pending cases pertaining to Oppression and Mis-management filed under the provisions of the Section 397 & 398 of the Companies Act, 1956 and / or Section 241-242 of the Companies Act, 2013. It has been decide by the competent authorities to transfer 72 cases which were filed in previously and still pending in National Company Law Tribunal, Principal Bench, New Delhi to National Company Law Tribunal, Division Bench, New Delhi. The order is effective from 26-09-2017 and revised schedule of hearing in all such matters are also allocated. Stakeholders are advised to check the details and act accordingly.

MCA

MCA has issued Office Memorandum as recommendation and has invited Public Comments for integration of Name Reservation ( INC-1) with Spice E-Form under Companies Act, 2013. Spice E Form has been introduced whereby procedures of obtaining DIN by the proposed Directors, name reservation, incorporation, allotment of Pan has been integrated into one service, facilitating incorporation of Company. However, availing DIN allotment or name reservation services independently is also simultaneously available to cater to those stakeholder who wish to proceed with incorporation in a piecemeal manner. Therefore, Suggestions are invited from the Stakeholders for further simplification of processes aimed at further easing the starting of a business, which may be filed online at comments.nameintegration@mca.gov.in on or before 05/11/2017.

CBDT

CBDT has issued the notification to the prescribed the procedure to be followed w.r.t TDS on interest on deposits made under the Capital Gains Accounts Scheme, 1988 where the depositor has deceased. It has been brought to the notice of CBDT that in cases of deceased depositor who has made deposits under the Capital Gains Accounts Scheme, 1988, the banks are deducting TDS on the interest earned on such deposits in the hand of the deceased depositor and issuing TDS certificates in the name of the deceased depositor, which is not in accordance with the law. The Principal Director General of Income-tax (Systems) has specifies that in case of deposits under the Capital Gains Accounts Scheme, 1988 where the depositor has deceased TDS on the interest income accrued for and upto the period of death of the depositor is required to be deducted and reported against PAN of the depositor, and TDS on the interest income accrued for the period after death of the depositor is required to be deducted and reported against PAN of the legal heir, unless a declaration is filed under sub-rule(2) of Rule 37BA of the Income-tax Rules, 1962 to that effect.

Ministry of Labour & Employment

The Ministry of Labour & Employment has launched the Platform for Effective Enforcement for No Child Labour (PENCIL) Portal at the National Conference on Child Labour organised by the Ministry of Labour and Employment, Government of India. The PENCIL is an electronic platform that aims at involving Centre, State, District, Governments, civil society and the general public in achieving the target of child labour free society. Ministry has also launched the Standing Operating Procedures (SOPs) for the enforcement of legal framework against child labour. The SOP is aimed at creating a ready reckoner for trainers, practitioners and monitoring agencies to ensure complete prohibition of child labour and protection of adolescents from hazardous labour ultimately leading to Child Labour Free India. The PENCIL Portal (pencil.gov.in) has various components, namely Child Tracking System, Complaint Corner, State Government, National Child Labour Project and Convergence. The Districts will nominate District Nodal Officers (DNOs) who will receive the complaints and within 48 hours of receiving, they will check the genuineness of the complaint and take the rescue measures in coordination with police, if the complaint is found to be genuine.

CBEC

CBEC has notified the amendments to the Customs Valuation (Determination of Value of Imported Goods) Rules 2007, which may be called the Customs Valuation (Determination of Value of Imported Goods) Amendment Rules, 2017 and shall come into force on the date of their publication in the Official Gazette. These rules lays that “place of importation” means the customs station, where the goods are brought for being cleared for home consumption or for being removed for deposit in a warehouse;” and “The value of the imported goods shall include the cost of transport, loading, unloading and handling charges associated with the delivery of the imported goods to the place of importation and the cost of insurance to the place of importation”. Further, where the cost of insurance is not ascertainable, such cost shall be 1.125% of free on board value of the goods. It is also clarified that if the goods imported by sea or air and transshipped to another customs station in India, the cost of insurance, transport, loading, unloading, handling charges associated with such transshipment shall be excluded.

CBEC

The Central Government has notified the Customs and Central Excise Duties Drawback Rules, 2017 to replace the Customs, Central Excise Duties and Service Tax Drawback Rules, 1995 which shall be effective from 1.10.2017. The Central Government has also revised All Industry Rates (AIRs) of Drawback which shall also comes into force on 1.10.2017. In the revised Rules, definition of Drawback has been amended to provide for drawback of Customs and Central Excise duties excluding integrated tax leviable under sub-section (7) and compensation cess livable under sub-section (9) respectively of section 3 of the Customs Tariff Act, 1975 chargeable on any imported materials or excisable materials used in the manufacture of goods exported. Further, references to input services and Service Tax have been omitted. With trade facilitation in view, tenure of the Drawback Committee constituted by the Central Government has been extended to 31.12.2017 to expeditiously look into issues arising from the changes made. Accordingly, exporters may immediately come forward with representations with supporting data and documents, if any, for higher rates than rates provided.

RBI

RBI has notified the amendments to Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2000 As per the existing norms, the limit for investment by Foreign Portfolio Investors (FPIs) in corporate bonds is ₹ 244,323 crore which includes issuance of Rupee denominated bonds overseas (Masala Bonds) by resident entities of ₹ 44,001 crore (including pipeline). The Masala Bonds are presently reckoned both under Combined Corporate Debt Limit (CCDL) for FPI and External Commercial Borrowings (ECBs). On a review, and to further harmonise norms for Masala Bonds issuance with the ECB guidelines, with effect from October 3, 2017, Masala bonds will no longer form apart of the limit for FPI investments in corporate bonds. They will form a part of the ECBs and will be monitored accordingly. The amount of ₹ 44,001 crore arising from shifting of Masala bonds will be released for FPI investment in corporate bonds over the next two quarters as prescribed in the circular. All other existing conditions for investment by FPIs in the debt market remain unchanged.

News from NIRC of ICSI

NIRC of ICSI is organisingOne Day Seminar onForeign Exchange Management Act (FEMA), on Wednesday, the 27th September, 2017, at Hotel Crown Plaza, Twin District Centre, Sector – 10, Rohini, New Delhi – 110085 (Near Rohini West/Rithala Metro Station). Fee:Rs.1,600/- per delegate inclusive of GST (Rs.1000/- for students) ; FREE for Corporate Members of NIRC. PCH – 4.

MCA

MCA has notified the Companies (Restriction on Number of Layers) Rules, 2017 which shall come into force on the date of their publication in the official Gazette i.e 20-09-2017. On and from the date of commencement of these rules, no company, other than a company belonging to a class specified, shall have more than two layers of subsidiaries. However, companies are allowed to acquire a Company incorporated outside India with subsidiaries beyond two layers as per the laws of such country. Exemptions are provided to the Banking Company, Non Banking Financial Company, Insurance Company and to Government Company. Every Company other than a Company exempted, existing on or before the commencement of these rules, which has number of layers of subsidiaries in excess of the 2 layers, shall file, with the Registrar a return in Form CRL-1 disclosing the details specified therein, within a period of one hundred and fifty days (150 days) from the date of publication of these rules in the official Gazette and shall not, after the date of commencement of these rules, have any additional layer of subsidiaries over and above the layers existing on such date. Penalty provisions in case of contraventions are also being prescribed through the Rules and shall be applicable on the Company and its officers in default.

MCA

MCA has notified the amendments to the Companies (Acceptance of Deposits) Rules, 2014 which may be known as the Companies (Acceptance of Deposits) Second Amendment Rules, 2017 and shall be applicable from the date of publication in the official Gazette i.e 19-09-2017. Ministry has allowed specified IFSC Companies (means an unlisted public company which is licensed to operate by the RBI or SEBI or IRDA from the International Financial Services Centre located in an approved multi services Special Economic Zone set-up under the Special Economic Zones Act 2005) to accept from its members monies not exceeding one hundred percent of aggregate of the paid-up share capital, free reserves and securities premium account and such Company shall file the details of monies so accepted to the registrar in Form DPT-3. Further, the maximum limit in respect of deposits to accept from members shall not apply to Private Companies, which are Start-up for five years from the date of its incorporation and companies having borrowing from banks or financial institutions or any body corporate is less than twice of its paid-up share capital or fifty crores rupees, whichever is less.

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.