Constitution of GST AAR Challenged by Revenue Bar Assn: Madras HC
Issues Notice [Read Petition]
Read more at:
http://www.taxscan.in/constitution-gst-aar-challenged-revenue-bar-assn-madras-hc-issues-notice/28241/
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GST payable on Priority Sector Lending Certificates under Forward Charge till 27.05.2018: CBIC [Read Circular]
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GST payable on Priority Sector Lending Certificates under Forward Charge till 27.05.2018: CBIC [Read Circular]
Read more at:
http://www.taxscan.in/gst-payable-priority-sector-lending-certificates-forward-charge-27-05-2018-cbic/28307/
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NCLT/NCLAT shouldn't interfere in insolvency resolution proceedings - SC
(SC Said NCLT and NCLAT should refrain from interfering in insolvency resolution proceedings by the IRP and the CoC of the lender banks of a sick enterprise under IBC)
https://goo.gl/pCidQF
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NCLT/NCLAT shouldn't interfere in insolvency resolution proceedings - SC
(SC Said NCLT and NCLAT should refrain from interfering in insolvency resolution proceedings by the IRP and the CoC of the lender banks of a sick enterprise under IBC)
https://goo.gl/pCidQF
TDS/TCS provisions under
GST to come into effect from Oct 1
(Govt has notified October 1 as the date for implementing the tax deducted at source (TDS) and tax collected at source provisions under GST law)
https://goo.gl/9zzx7p
(Govt has notified October 1 as the date for implementing the tax deducted at source (TDS) and tax collected at source provisions under GST law)
https://goo.gl/9zzx7p
Govt plans special courts
under NCLT by Nov to deal with insolvency cases
(Special courts under the NCLT are likely to be set up by November to deal with an increasing number insolvency cases)
https://goo.gl/jr6TJ5
(Special courts under the NCLT are likely to be set up by November to deal with an increasing number insolvency cases)
https://goo.gl/jr6TJ5
Consultation process on
for finalising NFRA technical rules
(The consultation process for finalisation of the NFRA (Technical) Rules with stakeholders is ongoing - Corporate Affairs Ministry)
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(The consultation process for finalisation of the NFRA (Technical) Rules with stakeholders is ongoing - Corporate Affairs Ministry)
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ICAI has further requested CBDT
to extend time for submission of Tax Audit Reports and related returns from
30th September, 2018 to 31st October, 2018 as CBDT has not followed Norms of
Earlier Years of discussing Important Changes in Tax Audit Report with ICAI,
there was Constant changes in Utilities relating to Tax Audit Forms, Delay in
release of utilities and there were Issue in utility of ITR Form No. 5.
Govt Notifies Implementation of
TDS, TCS Provisions under GST [Read Notification] read more at:
http://www.taxscan.in/govt-notifies-implementation-tds-tcs-provisions-gst/28263/
GST Audit and format of
reconciliation statement has been notified
http://www.cbic.gov.in/resources//htdocs-cbec/gst/notfctn-49-central-tax-english-new.pdf;jsessionid=06184B89BBC363EDC3190CD6B0D6671F
AAR cannot decide whether a
supply is inter-State or intra-State. In re Fichtner Consulting Engineers (I)
Pvt Ltd. (GST AAR Tamilnadu)
ICAI releases compilation of
FAQ’s and MCQ’s on GST : The compilation is divided into various chapters as
mentioned below. Click here to download the compilation of FAQ’s and MCQ’s on
GST
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GST Registration Mandatory in State where Assessee has fixed Establishment for Operation: AAR [Read Order]
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GST Registration Mandatory in State where Assessee has fixed Establishment for Operation: AAR [Read Order]
Read more at:
http://www.taxscan.in/gst-registration-mandatory-state-assessee-fixed-establishment-operation-aar/28283/
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Goods detained for not containing Vehicles Details in E-Way Bill: Kerala HC permits release on furnishing BG and Bond Read Order]
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Goods detained for not containing Vehicles Details in E-Way Bill: Kerala HC permits release on furnishing BG and Bond Read Order]
Read more at:
http://www.taxscan.in/goods-detained-containing-vehicles-details-e-way-bill-kerala-hc-permits-release-furnishing/28280/
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CORPORATE UPDATES
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CORPORATE UPDATES
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MCA
Consequent upon the Amendment
in Schedule V/rules and commencement of sections 66 to 70 of the Companies
Amendment Act, 2017 (with effect from 12.09.2018) form MR-2 has been
temporarily withdrawn from the portal so as to make it applicable only for
appointment or re-appointment of managerial personnel. The revised MR-2 for
seeking ‘approval of Central Government for the approval of appointment or
reappointment of Managing Director or Whole Time Director or Manager’ would be
made available soon for filing purposes. A suitable notification would also be
published on the portal once the form is made available. Stakeholders may plan
accordingly.
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MCA notifies sections 66 to 70
of Companies (Amendment) Act, 2017
In exercise of the powers
conferred by sub section (2) of section 1 of the Companies (Amendment) Act,
2017 (1 of 2018), the Central Government hereby appoints the 12th September,
2018 as the date on which the provisions of sections 66 to 70 (both inclusive)
of the said Act shall come into force
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Companies (appointment and
remuneration of managerial personnel) Amendment Rules 2018
In exercise of the powers
conferred by sub-sections (1) and (2) of section 469 of the Companies Act, 2013
(18 of 2013), the Central Government hereby makes the following rules further
to amend the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, namely:—
1.
(1) These rules may be called the Companies (Appointment and Remuneration of
Managerial Personnel) Amendment Rules, 2018.
(2) They shall come into force on the date of their publication in the Official Gazette.
(2) They shall come into force on the date of their publication in the Official Gazette.
2. In the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
(1) in rule 6
(1) in rule 6
(a) for the heading
‘application to the Central Government’ the heading ‘Parameters for
consideration of remuneration’ shall be substituted
(b) the words ‘Central Government shall be omitted .
(b) the words ‘Central Government shall be omitted .
(ii)
in rule 7, sub-rule (2) shall be omitted
(iii) for form no. MR-2 shall be substituted
(iii) for form no. MR-2 shall be substituted
Form No. MR-2
Form of application to the
Central Government for approval of appointment of managing director or whole
time director or manager [Pursuant to section 196 and Schedule V of the
Companies Act 2013 and Rule 7 of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014].
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MCA Amends Schedule V of
Companies Act, 2013
In exercise of the powers
conferred by sub-sections (1) and (2) of section 467 of the Companies Act, 2013
(18 of 2013), the Central Government hereby makes the following amendments to
amend Schedule V of the said Act, namely:—
2. In Schedule V of the Companies Act, 2013,
2. In Schedule V of the Companies Act, 2013,
(1) in PART I, under title
APPOINTMENTS
(a) in para (a) after the item (xvi), the following items shall be inserted namely:-
(a) in para (a) after the item (xvi), the following items shall be inserted namely:-
(xvii) the Insolvency and
Bankruptcy Code, 2016 (31 of 2016)
(xviii) the Goods and Services ‘Fax Act, 2017 (12 of 2017) the
(xix) Fugitive Economic Offenders Act, 2018 (17 of 2018)
(xviii) the Goods and Services ‘Fax Act, 2017 (12 of 2017) the
(xix) Fugitive Economic Offenders Act, 2018 (17 of 2018)
(b) para (d) shall be omitted.
(2) In PART II, under heading
REMUNERATION in Section 11 – ,
(a) in the heading, the words without Central Government approval shall be omitted
(b) in the first para, the words without Central Government approval shall be omitted;
(c) in item (A), in the proviso, for the words Provided that the above limits shall be doubled the words Provided that the remuneration in excess of above limits may be paid shall be substituted;
(d) in item (B), for the words no approval of Central Government is required the words remuneration as per item (A) may be paid shall be substituted;
(e) in Item (B), in second proviso, for clause (ii), the following shall be substituted namely:-
(a) in the heading, the words without Central Government approval shall be omitted
(b) in the first para, the words without Central Government approval shall be omitted;
(c) in item (A), in the proviso, for the words Provided that the above limits shall be doubled the words Provided that the remuneration in excess of above limits may be paid shall be substituted;
(d) in item (B), for the words no approval of Central Government is required the words remuneration as per item (A) may be paid shall be substituted;
(e) in Item (B), in second proviso, for clause (ii), the following shall be substituted namely:-
(ii) the company has not
committed any default in payment of dues to any bank or public financial
institution or non-convertible debenture holders or any other secured creditor,
and in case of default, the prior approval of the bank or public financial
institution concerned or the non-convertible debenture holders or other secured
creditor, as the case may be, shall be obtained by the company before obtaining
the approval in the general meeting.;
(f) in item (B), in second proviso, in clause (iii), the words the limits laid down in shall be omitted;
(f) in item (B), in second proviso, in clause (iii), the words the limits laid down in shall be omitted;
(3) In PART II, under the
heading REMUNERATION in Section Ill, –
(a) in the heading, the words without Central Government approval shall be omitted;
(b) in first para, the words without the Central Government approval shall be omitted;
(c) in clause (b), in the long line, for the words remuneration up to two times the amount permissible under Section II the words any remuneration to its managerial persons, shall be substituted
(d) clause (d) shall be omitted.
(a) in the heading, the words without Central Government approval shall be omitted;
(b) in first para, the words without the Central Government approval shall be omitted;
(c) in clause (b), in the long line, for the words remuneration up to two times the amount permissible under Section II the words any remuneration to its managerial persons, shall be substituted
(d) clause (d) shall be omitted.
(4) In Part II, in section [V,
in Explanation VI, the clause (A) shall be omitted
Managerial positions
remuneration fixation freed from govt approval
The Ministry of Corporate
Affairs has said that government approval will no longer be needed for
remuneration to those in top managerial positions, according to a notification
issued on Thursday. This exemption is for remuneration of over 11 per cent of
the net profit of a firm. In a move designed to empower common shareholders of
a company, the government has notified that remuneration in excess of
individual limits laid down for executive and non-executive directors shall
henceforth be approved by shareholders through a special resolution, said a
statement issued by the ministry. This can be implemented by getting
shareholders’ approval. Changes, as necessary, have been made to Schedule-V of
the Companies Act, and have been simultaneously notified. Also, in the case of
loss or inadequacy of profits, remuneration can be paid only in accordance with
provisions of Schedule-V and no approval of the Centre would be required for
it, on a case-to-case basis. This amendment will be implemented with
retrospective effect All pending applications submitted to the ministry — on
remuneration to managerial personnel in excess of the limits laid down — will
be free to seek shareholders’ approval. They do not require the ministry’s nod.
Now, such payments can be approved by a firm's shareholders through a special
resolution. In case a company has defaulted in payment of dues to any bank,
financial institution or non-convertible debenture holder, approval of the
entity concerned would be required before the proposal for remuneration is put
up before shareholders. The Registrar of Companies has about 1 million firms
registered. This move by the ministry intends to ease doing business. Prior to
this notification, companies had to seek the ministry’s approval if they wanted
to pay its management more than 11 per cent of the net profit. In a welcome and
long-awaited move, the Ministry of Corporate Affairs has notified the changes
to Section 197, and Schedule-V of the Companies Act 2013, wherein the
requirement of seeking approval of the Central Government for payment of
managerial remuneration in excess of 11 per cent of the net profit of a
company, and now any such company should only be required to take shareholders’
approval for payment of excess remuneration. This move has been long-awaited,
considering the compliances involved in seeking government approval. It is
clearly in line with the Centre’s aim to ease the doing of business, while
ensuring that shareholders’ interests are duly safeguarded, says Atul Pandey.
NCLT allows Shivinder Singh to
withdraw petition against brother Malvinder
The National Company Law
Tribunal's Principal Bench in Delhi has allowed dismissal of the case filed by
former co-promoter of Fortis Healthcare, Shivinder Singh against his brother
Malvinder Singh and Sunil Godhwani who headed RHC Holding. Fortis Healthcare
co-founder Shivinder Singh on Thursday had decided to withdraw the case he had
filed against his brother Malvinder Singh at the National Company Law Tribunal
(NCLT) and agreed to try to solve the dispute with mediation from family
elders. Their mother, Nimmi Singh, bedridden since suffering a stroke last
year, played peacemaker between the brothers. Sources said she had stopped eating
for the past few days and had constantly been making calls and sending emails
to the two brothers. She may have avoided a legal tangle for her family at
least for now, but sources close to Shivinder claimed he was not very hopeful
of the negotiations yielding results. If talks failed, another court case might
be in the offing. This time, apart from the two brothers, their uncles (at
least a couple of them) are supposed to get involved in the talks. Shivinder
has communicated a deadline that he has in mind for the process. If things do
not move towards a mutually agreed-to resolution, the younger brother is likely
to take legal action again. Nimmi Singh is at the Radha Soami Satsang Beas
ashram in Amritsar; the brothers are in Delhi. Her cousin, Gurinder Dhillon, is
the current guru of the ashram. The family would decide when and where to meet
and discuss. As of now, the NCLT's principal Bench will be hearing the
withdrawal application on Friday.
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Shivinder Mohan Singh
withdraws NCLT petition against brother Malvinder Singh
The family dispute between the
Singh brothers appeared to take a new turn with Shivinder Mohan Singh withdrawing
his petition from NCLT against Malvinder Singh and Sunil Godhwani citing respect
for their mother. Shivinder Singh had filed a case against his brother
Malvinder and Religare Enterprises chairman and managing director Sunil
Godhwani in the National Company Law Tribunal (NCLT) court for oppression and
mismanagement of RHC Holding, Religare and Fortis Healthcare. “That out of
respect for their mother, the parties have already started mediation and as per
the request of the mediators to constructively progress the mediation the
petitioners wish to withdraw the captioned Petition, without prejudice to their
rights and contentions. All rights of the petitioners are hereby reserved,”
read the filing.
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Legal opinion sought to
interpret SC order
The government, bankers and
private power companies are seeking legal opinion to interpret the Supreme
Court’s Tuesday order on the RBI’s controversial circular because experts have diverging
views on its implications on the resolution process. They are seeking clarity
on whether the ongoing resolution process by lenders would be stalled, which is
seen as damaging for the already troubled projects. Lenders to power sector are
contemplating whether going ahead with the resolution proceedings will amount
to contempt of court. The order on RBI’s plea to transfer all petitions to the
apex court read, Issue notice. Status quo as of today, shall be maintained in
the meantime List all these petitions for final disposal on Wednesday, the 14th
November, 2018. Senior advocate Jayant Bhushan, who appeared for RBI, said
there would be no insolvency proceedings against parties whose petitions RBI
sought to transfer to the top court. Resolution proceedings have got nothing to
do with the RBI circular. The mandate to lenders to do something though the
circular is challenged. Anything that the lenders can do without the RBI
circular, can always be done, how can that be stayed? The order has to be
interpreted on what the challenge is. Therefore, there will be status quo as
far as the RBI circular is concerned for these projects which were the subject
matter of the transfer petition. Lenders were forced to do something, now they
are not being forced. If they still want to do it, without being forced, they
can certainly go ahead, Bhushan said. However, one of the state-run banks with
exposure to power companies, said, We consulted the legal department, which has
advised us we cannot carry on with the resolution proceedings since it is a
status quo But in case the existing promotors have agreed to the resolution plan,
we can implement them. In most resolution plans for management change, the
existing promotors are on board. Another executive from a financial institution
said there are conflicting views on the implementation of resolutions since the
apex court order is silent on the extension of the 180-day period for
completing the resolution plan. Banks, members of the Association of Power
Producers, Independent Power Producers Association of India, South Indian Sugar
Mills Association along with groups representing shipyards and textile makers
had welcomed the order on Tuesday saying it prevented their stressed assets
from insolvency court. Vishrov Mukherjee, which advised and represented
Association of Power Producers, GMR and RattanIndia before the Allahabad High Court
and Supreme Court in challenging the RBI circular on stressed assets, said the
status quo will extend to parties before the Supreme Court including members of
various associations including Association of Power Producers and Independent
Power Producers Association of India and a clarification from RBI is required.
Banks and financial institutions are unclear as to whether they can go ahead
with ongoing resolution processes given that the cut-off date under the 12th
Feb Circular was August 27. Given that the IBC route mandated by RBI is
foreclosed for the time being, it is important for the RBI provide clarity so
as to enable lenders to continue with the resolution process within the
framework of the February 12 circular. Putting a halt to these proceedings
until November will not only be counter-productive but may result in further
value erosion, it said.
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Now, Shareholders are free to decide
managerial remuneration - A big relief to companies
The Ministry of Corporate
Affairs has done away with the mandatory approval from the Central Govt. for
payment of managerial remuneration to top executives which means they can
receive salary in excess of 11 per cent of net profit of a company. Now, the
decision for payment of excess salary to top executives will be approved by the
shareholders through special resolution.
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Goods won’t be detained for Minor Errors in
E-Way Bill: CBIC [Read Circular]
Read more at:
http://www.taxscan.in/goods-detained-minor-errors-e-way-bill-cbic/28329/
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GSTN Alert: PAN-wise Search Taxpayer
Functionality Updated
Read more at: http://www.taxscan.in/gstn-pan-search-taxpayer-functionality/28339/
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ICAI Membership/cop fee has become due on 1st April 2018. Please pay it by
visiting following link http://memfee.icai.org/memfee.html. , if not last Date
is 30th September but please don't wait of last date.
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UPGST Update
Commissioner of UPGST has
issued notification to make it compulsory for transporters to obtain a RFID
badge before transportation of Goods.
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‘Merger’, ‘Takeover’ and ‘Reverse Takeover’
The distinction between the
takeover and a merger is that in a takeover the direct or indirect control over
the assets of the acquired company passes to the acquirer; in a merger the
shareholding in the combined enterprise will be spread between the shareholders
of the two companies.
Read full case analysis at :_
https://dasgovernance.com/2018/09/15/merger-takeover-and-reverse-takeover-2/
