Key highlights of amendments to various Rules under Companies Act, 2013*
The Central Government has notified amendment to various rules under Companies Act, 2013. The amendments are effective from May 07, 2018. The amended provisions have been discussed as under:
1.Amendment relating to meeting of board and its powers:
🐌The Government has amended the Companies (Meetings of the Board and its Powers) Rules, 2014. A new provision has been inserted to Rule 4 of the said rules providing that any other director may participate through video conferencing or other audio visual means if there is quorum in a meeting through physical presence of directors.
2.No more ratification of appointment of Auditor in AGM:
🐌 The Government has amended the Companies (Audit and Auditors) Rules, 2014. Amendment has been made to rule 3 whereby proviso to sub-rule 7 of Rule 3 and explanation thereunder have been omitted. Which means that the requirement of ratification of appointment of Auditor in every annual general meeting (AGM) till the conclusion of sixth AGM has been removed. Further Rule 9 of the said rules has been omitted. Rule 10A and Rule 14 have also been amended.
3.15 days' time for re-submission in case of reservation of name through RUN:
🐌The Central Government has amended the Companies (Registration Office and Fees) Rules, 2014. A new provision has been inserted under to Rule 10(3) providing that - Registrar shall allow fifteen days' time for re-submission in case of reservation of name through web service -RUN for rectification of defects if any.. Earlier re-submission was not allowed in case of re-submission of application through RUN.
4.Additional fee payable on delayed annual filing:
🐌 Further amendment has been made in Annexure I of the Companies (Registration Office and Fees) Rules, 2014 prescribing additional fee of Rs. 100 per day effective from July 1, 2018 for delayed in filing of annual return and financial statements.
The additional fee shall also be applicable to revised financial statement or board report as well as Secretarial audit report.
5.Govt. tweaks norms for appointment of Independent Directors:
🐌The Govt. has amended Companies (Appointment and Qualification of Directors) Rules, 2014 whereby amendment has been made to Rule
5. The revised norm provides that in case of appointment of Independent Director, none of the relatives of such independent director should be indebted to the company, its holding subsidiary or associate Company or their promoters, or directors; or has given a guarantee or provided any security in connection with indebtness of any third person to its holding, subsidiary or associate company or their promoter or directors for an amount of Rs. 50 Lakhs at any time during the two immediately preceding financial years or during current financial year.
6.Amendment relating to prospectus and allotment of securities:
🐌 The Government has amended the Companies (Prospectus and Allotment of Securities) Rules, 2014. The amendment prescribes omission of rule 4 - Reports to be set out in the Prospectus, rule 5- Other matters and reports to be stated in the prospectus and rule 6- Period for which information to be provided in certain cases
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HIGH COURT OF BOMBAY : In Real Time Interactive Media (P.) Ltd. vs. Metro Mumbai Infradeveloper (P.) Ltd.*
*_In the absence of response to statutory notice of demand, there is presumption of inability to pay, and court may admit winding up petition._*
*_Read full case law at :_* https://dasgovernance.com/2018/05/09/high-court-of-bombay-in-real-time-interactive-media-p-ltd-vs-metro-mumbai-infradeveloper-p-ltd/
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GST:*
1. *Lottery is the subject matter of Parliament and not Kerala GST Rules, 2017-* The State's power under the head 'Betting and Gambling' in Entry 34 of List II, Schedule VII of the Constitution cannot empower the police officials to seize the tickets and declare the lottery illegal. The petitioners should not be prevented from sale of lottery tickets and cannot be asked to furnish details regarding percentage of commission received.
*2018-TIOL-29-HC-KERALA-GST*
*Service Tax:*
2. *Refund claim-* Service tax paid, later appellant realized that no tax is payable in view of exemption notification. The CESTAT Larger Bench by 2:1 majority held that time limit prescribed under Section 11B of the Central Excise Act, 1944 will govern the claim for refund of service tax.
*2018-TIOL-1432-CESTAT-CHD-LB*
*Central Excise:*
3. *No duty on captive consumption of sample for testing-* The appellant moved the sample captively within the factory for testing purpose and the same was cleared in the form of waste and scrap and excise duty was paid on the transaction value of such waste and scrap. Held, sample drawn from each batch for testing in the in-house laboratory are not liable to Central Excise duty.
*2018-TIOL-1425-CESTAT-MUM*
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📺 *Updates*
▶1. Key highlights of amendments to various Rules under Companies Act, 2013
https://corporatelaws.taxmann.com/topstories/222330000000015403/mca-allows-15-days-time-for-re-submission-in-case-of-reservation-of-name-through-web-service-run.aspx
▶2. Now, E-way bill for intra-State supplies applicable from May 25, 2018 in Maharashtra
▶3. MCA allows 15 days’ time for re-submission in case of reservation of name through web service- RUN
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Goods Sold in Packages bearing Name and Address of Manufacturers, if conveys a connection to its Brand Name Ineligible for GST Exemption: AAR* [Read Order]
Read more at: http://www.taxscan.in/goods-packages-manufacturers-brand-name-ineligible-exemption-gst-aar/22735/
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*SUPREME COURT OF INDIA : In Agarwal Tracom (P.) Ltd. vs. Punjab National Bank and Ors.*
*_The proper remedy of auction purchaser against forfeiture of deposit amount by secured creditor for default in payment of instalment of sale consideration lies by way of application under section 17 before the Debts Recovery Tribunal and not in filing the writ petition under article 226/227 of the Constitution._*
*_Read full case law at :_* https://dasgovernance.com/2018/05/08/supreme-court-of-india-in-agarwal-tracom-p-ltd-vs-punjab-national-bank-and-ors/
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*Maharashtra to Rollout E-Way Bill from 25th May* [Read Notification]
Read more at: http://www.taxscan.in/maharashtra-e-way-bill-25th-may/22766/
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CA ANZ announces a Pilot International Pathway Programme for ICAI Members*
Read more at: http://www.taxscan.in/ca-anz-pilot-international-pathway-programme-icai-members/22757/
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👉🏻Govt considers time limit for withdrawal of cases under IBC*
(Government is considering setting a time limit for withdrawing cases admitted for insolvency resolution, ending ambiguity on a key aspect of the procedure)
👇🏻 👇🏻 👇🏻
https://goo.gl/z3YizH
*👉🏻IBBI suspends registration of IRP demanding exorbitant fees*
(IBBI’s has suspended the registration of an insolvency resolution professional (IRP) for one year for charging an exorbitant fee)
👇🏻 👇🏻 👇🏻
https://goo.gl/3QjAqK
*👉🏻Fee regulations for insolvency professionals soon - IBBI*
(IBBI may shortly go for some “light touch” regulations on the increasingly controversial aspect of fees quoted by insolvency professionals (IPs) handling corporate insolvency resolution processes)
👇🏻 👇🏻 👇🏻
https://goo.gl/qZ7wpG
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# *GST*: 10 MAY 2018 is the last date of filing of monthly GSTR-1 for March, 2018.
# *GST*: Mistake in providing the PAN of another firm for obtaining registration is a human error - respondents directed to make appropriate provisions to tackle issues of the instant nature as well – Alukka Gold Palace Vs. STO & Ors (2018 (5) TMI 525 - Kerala HC).
# *GST* Rate for Dried Tobacco Leaves, undergone the process of curing after harvesting of tobacco leaves - to be classified as unmanufactured tobacco covered in HSN Code 2401, liable to CGST @ 14% + SGST @ 14% or IGST @ 28% - AAR in Shalesh Kumar Singh (2018 (5) TMI 529).
# *IT*: Transfer of shares without adequate consideration - Additions u/s 56 - assessee is allowed to adopt one of the methods of their choice – DCIT Vs. Ozoneland Agro Pvt. Ltd. (2018 (5) TMI 503 - ITAT Mum).
# *IBC*: The govt. is considering setting a time limit for withdrawing cases admitted for insolvency resolution if 90% of the creditors voted in favor of the withdrawal.
# *IBC*: IBBI suspends registration of CS. Bhawna Sanjay Ruiya (IRP) for one year for quoting exorbitant fee of Rs.14 Crs. on total o/s debt of Rs.4.16 Crs.
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📺 *Updates*
▶1. Govt. notifies norms for maintenance of accounts by IBBI; prescribes formats for preparing financial statements
https://corporatelaws.taxmann.com/topstories/222330000000015385/govt-notifies-norms-for-maintenance-of-accounts-by-ibbi-prescribes-formats-for-preparing-financial-statements.aspx
▶2. E-way bill for intra-State supplies applicable from May 16, 2018 in Assam
▶3. Govt. notifies norms requiring IBBI to prepare Annual report; prescribes specified format
▶4. No sec. 194C TDS on payment for goods manufactured as per specification on principal-to-principal basis
Deputy Commissioner of Income-tax, Circle- 10(1), Kolkata v. Laboratories Griffon (P.) Ltd.
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ICAI Overseas Campus Placement for Chartered Accountants from 24th to 26th August*
Read more at: http://www.taxscan.in/icai-overseas-campus-placement-chartered-accountants-august/22685/
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👉🏻Companies get scrutiny notices for mismatch in GST returns*
(GST officers have started sending scrutiny notices to companies whose tax payment did not match the final sales return, after revenue authorities detected underpayment of GST by about 34%)
👇🏻 👇🏻 👇🏻
https://goo.gl/ybfJnW
*👉🏻NCLT suggests IBBI to review IBC regulations*
(NCLY has suggested to Insolvency and Bankruptcy Board of India that there is a need to review the insolvency code regulations to ensure that they are not “misused or misinterpreted)
👇🏻 👇🏻 👇🏻
https://goo.gl/dTuYmv
*👉🏻Coaching Classes are liable to 18% GST - AAR*
(The AAR bench pointed out that the coaching class did not have any specific curriculum and did not conduct any examination or award any qualification recognised by law.)
👇🏻 👇🏻 👇🏻
https://goo.gl/M4PRNP
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*SUPREME COURT OF INDIA : In Elite Engineering & Construction (Hyd.) (P.) Ltd. vs. Techtrans Construction India (P.) Ltd.*
*_Where clauses of the arbitration agreement merely relate to the works and quality, it cannot be said that arbitration clause is intended to be part of contract._*
*_Read full case law at :_* https://dasgovernance.com/2018/05/07/supreme-court-of-india-in-elite-engineering-construction-hyd-p-ltd-vs-techtrans-construction-india-p-ltd/
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Setting Up & Operation of Solar Power Plant is in nature of ‘Works contract’, 18% GST applicable: AAR* [Read Order]
Read more at: http://www.taxscan.in/solar-power-plant-works-contract-18-gst-aar/22663/
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GST Council approved principles for filing of new return design based on the recommendations of the Group of Ministers on IT simplification. The key elements of the new return design are as follows –
(1)Monthly Return: All taxpayers excluding a few exceptions like composition dealer shall file one monthly return. Return filing dates shall be staggered based on the turnover of the registered person to manage load on the IT system. Composition dealers and dealers having nil transaction shall have facility to file quarterly return.
(2) Unidirectional Flow of invoices: There shall be unidirectional flow of invoices uploaded by the seller on anytime basis during the month which would be the valid document to avail input tax credit by the buyer. Buyer would also be able to continuously see the uploaded invoices during the month.There shall not be any need to upload the purchase invoices also. Invoices for B2B transaction shall need to use HSN at four digit level or more to achieve uniformity in the reporting system.
(3)Simple Return design and easy IT interface: The B2B dealers will have to fill invoice-wise details of the outward supply made by them, based on which the system will automatically calculate his tax liability. The input tax credit will be calculated automatically by the system based on invoices uploaded by his sellers. Taxpayer shall be also given user friendly IT interface and offline IT tool to upload the invoices.
(4)No automatic reversal of credit: There shall not be any automatic reversal of input tax credit from buyer on non-payment of tax by the seller. In case of default in payment of tax by the seller, recovery shall be made from the seller however reversal of credit from buyer shall also be an option available with the revenue authorities to address exceptional situations like missing dealer, closure of business by supplier or supplier not having adequate assets etc.
(5) Due process for recovery and reversal: Recovery of tax or reversal of input tax credit shall be through a due process of issuing notice and order. The process would be online and automated to reduce the human interface.
(6)Supplier side control: Unloading of invoices by the seller to pass input tax credit who has defaulted in payment of tax above a threshold amount shall be blocked to control misuse of input tax credit facility. Similar safeguards would be built with regard to newly registered dealers also. Analytical tools would be used to identify such transactions at the earliest and prevent loss of revenue.
(7)Transition: There will be a three stage transition to the new system. Stage I shall be the present system of filing of return GSTR 3B and GSTR 1. GSTR 2 and GSTR 3 shall continue to remain suspended. Stage I will continue for a period not exceeding 6 months by which time new return software would be ready. In stage 2, the new return will have facility for invoice-wise data upload and also facility for claiming input tax credit on self declaration basis, as in case of GSTR 3B now. During this stage 2, the dealer will be constantly fed with information about gap between credit available to them as per invoices uploaded by their sellers and the provisional credit being claimed by them. After 6 months of this phase 2, the facility of provisional credit will get withdrawn and input tax credit will only be limited to the invoices uploaded by the sellers from whom the dealer has purchased goods.
(8)Content of the return and implementation: Return shall be simplified also by reducing the content/information required to be filled in the return. The details of the design of the return form, business process and legal changes would be worked out by the law committee based on these principles. Government is keen to introduce the simplified return design at the earliest to reduce the compliance burden on the trade in keeping with the philosophy of ease of doing business.
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# *GST*: Non-mentioning vehicle number in Part-B of e-way bill cannot be a ground for seizure of the goods - Seizure order and SCN issued u/s 129(3) quashed - VSL Alloys (India) Pvt. Ltd. Vs. State of UP & Anr (2018 (5) TMI 455 - Allahabad HC).
# *MCA* invites application for filling of 12 posts of Technical Member in NCLT u/s 408 of the Companies Act, 2013. CA in practice for 15 years and 50 years of age as on the last date of receipt of application can apply for the post.
# *SEBI* has issued a Circular, dt.03.05.2018 specifying a Revised Fine of Rs.1,000/- per day for Non-Compliance of appointment of Company Secretary.
# *RBI* has issued a Notification w.r.t Monitoring of foreign investment limits in listed Indian companies.
# *IT*: Assessee himself admitted in his statement before the ITAT that he had paid money to buy these gifts - ITAT deleted the additions - matter referred to the larger bench - CIT Vs. M S Aggarwal (2018 (5) TMI 439 - Delhi HC)
# *ST*: CBIT issues a Cir.No.209/1/2018-ST, dt.04.05.2018, which states Development of software and services on software - the place of provision of service is the location of the recipient of the service.
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📺 *Updates*
▶1. Supply of motor vehicles as scrap after its usage in business would attract GST: AAR
▶2. Setting up & operation of solar power plant is in nature of Works contract’; taxable at 18% GST: AAR
AUTHORITY FOR ADVANCE RULINGS, MAHARASHTRA
Fermi Solar Farms (P.) Ltd., In Re
B.V. BORHADE AND PANKAJ KUMAR, MEMBERS
NO. GST-AAR-03/2017/B-03
MARCH 3, 2018
▶3. Deduction not allowable, though TDS was deducted if assessee failed to prove that legal payment was made.
Deputy Commissioner of Income-tax, Circle-3, Pune
v. Smt. Anjali Hardikar*
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NCLT (Principal Bench) : In Interglobe Enterprises Ltd. and Ors.*
*_Section 232 read with section 233 provides a complete code and the principle of single window clearance permits all formal compliances required under the Act._*
*_Read full case law at :_* https://dasgovernance.com/2018/05/06/nclt-principal-bench-in-interglobe-enterprises-ltd-and-ors/
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Arrest of Chartered Accountant and Excise Officer in 52 Crore Fraud: ICAI says Accused is Not CA*
Read more at: http://www.taxscan.in/arrest-chartered-accountant-excise-officer-52-crore-fraud-icai-accused-not-ca/22631/