Tax & Business News, Simplified.

HIGHLIGHTS OF NATIONAL TAX CONFERENCE HELD ON 4th AND 5th JAN, 2020 AT JODHPUR

At Sun City, Jodhpur, 2 days National Tax Conference event (4th and 5th Jan, 2020) has held jointly by the Rajasthan Tax Consultants’ Association, Jaipur (RTCA) and Tax Bar Association, Jodhpur. The evant has held at Dr. S.N. Medical College Auditorium, Residency Road, Jodhpur.

Hon’ble Chief Minister of Rajasthan Sh. Ashok Gehlot was the Chief Guest of event and he delivered his good wishes for the success of the event. He further said that “I am always stand with the professionals to make the compliance of taxation system easy.

The Agenda of the tax conference is as under :

To highlight the various important sections of Income Tax Act, GST Act, Companies Act.
To highlight the major issues in GST in front of govt. for ease of compliance.
To elaborate the most important part of GST Act “real estate transactions under GST.
To help professionals in understanding various aspects of E-Assessment and Re-Assessment in Income Tax & Insolvency and Bankruptcy Code.

Now, we are discussing the provisions of various acts, which are discussed by the experts at National Tax Conference :

(1.) REAL ESTATE AND GST (AUTHOR : ADV. ROHINI AGGARAWAL) :

GST has bearing almost all transactions in the real estate sector, be it sale of property or joint development agreement or development of plots or transfer of development rights or indexed floor space or renting or long term lease. The major aspects having GST impact are : taxability of transaction, taxable value and at times tax rate of transaction and also input tax credit available in context of a transaction

From a practical standpoint, the impact of GST real estate may be divided into two parts : One, the issues which may arise in interpreting the related GST provisions ; and two, how to best manage the GST costs by way of careful documentation and accounting in the given spectrum of these provisions.

Let us take a simple transaction of sale of property. Simply put, if the property is booked by the buyer before completion, where the buyer also pays some amount for the booking or otherwise before completion of construction, the transaction of sale of property is chargeable to GST ; and if the property is completed and then sold, it would be considered as sale of Immovable Property and GST would not be chargeable on such property.

As a general rule, if the transaction of sale of property is chargeable to GST, the seller can take benefit of ITC against the GST payable by him on sale ; and if, the transaction of sale of property is not chargeable to GST, the seller would not get any benefit for the corresponding input tax incurred by him. However, this general rule also has exceptions in case of sale of residential property or such commercial properties which are considered as part of Residential Real Estate Project (RREP).

The above legal position is set and acceptable to all in context of sale of property. Now comes the points of confusion and disputes in the different variants of above transaction. Talking about the taxability, even where a unit is complete before sale, the first point of difficulty arises when the complex or building is complete in terms of construction and the authority does not grant completion certificate for a long time which may spread into number of years also. In such cases, GST still applies on sale of property despite it getting completed. Though the law has provided an alternate to the completion certificate to hold that the property was completed before sale. That is, if the first occupation of ‘complex’ or ‘building’ is done before sale, then also it will be considered as completed an no GST would apply on its sale. This may not be much helpful given the confusion about whether any occupation in the complex or building would qualify as first occupation, or it is about occupation of first unit to be sold. If this be so, then the seller may have to rent out the unit for the purposes of qualifying ‘first occupation’ norm, before selling it.

In the GST law, though the govt. has partly taken care of the issues arisen from these judgments by prescribing the deemed value of land as 1/3rd of the total consideration charged to the buyer for the sale of property in the GST rate notification, however, no other optional mechanism has been provided in the law in case the seller wishes to identify the actual cost of land. The question now arises whether provision for ascertainment of the value of land by way of deeming fiction with the criteria of 1/3rd of the total value of property would meet the requirement of the basic principles of taxation or we are looking for the further litigations on this aspect.

Full article will be provided shortly…

(2.) EK GST ANEK GST (AUTHOR : GAJENDRA MAHESHWARI) :

Vijaya Mulay, the director of Doordarshan’s animated short film “EkChidiyaAnekChidiya” passed away recently. mulay’s film, that millions of Indians have grown up watching, carries a beautiful message about unity in diversity.

Almost concurrently, although diverse with the Mulay’s demise, the country witnessed another development in the form of variation of GST rates by various states as well as introduction of Flood Cess by the govt. of Kerala on the taxable supply of goods and services within the state (i.e. intra state). Such variance in the rate triggered a debate whether the GST tax is presumably “One Nation One Tax” is indeed “Ek”Tax or “Anek”Tax ?

Is GST going to be like the Value Added Tax (VAT), where states started with three base rates and gradually deviated from them with the passage of time ?”, was the apt question addressed to me when i explained the constitutional framework to the participants in one of the GST events meant for Chartered Accountants.

“That is unlikely, primarily due to the design and inter-operability of the GST laws”, I replied and then explained the reasons :

The design of GST law is conceptually much different from the Central Sales Tax, as in case of the latter the rates on inter-state supplies made to unregistered buyers were governed by the VAT rates applicable in the supplier state (instead of common IGST rates) and in any event the tax charged was non-creditable.
Given this lawful model for tax arbitrage, states would be precluded from imposing any cess or increasing their CGST rates. Any enhancement in the effective state GST rates would discourage procurements from within the state and, thus, adversely impact the businesses based in this state.

To summarize, the impact of introduction of any cess or enhancement in State GST levy, in the longer run, would mainly be confined to low value B2C supplies. The loss of local business would act as a push factor for the state to realign their rates with the national rates.

Thus, the inclusive idea of nationally integrated indirect tax laws – Ek, AnekAur Ekta (One, many and Unity) is addressed through IGST – a centripetal force that discourages ‘anek’ and aims at ‘ek’ GST.

(3.) OVERVIEW OF INSOLVENCY & BANKRUPTCY CODE, 2016 :

Introduction :

The Insolvency and Bankruptcy Code, 2016 is one of the major economic reform bills that have been moved by the govt. and is the biggest reform in the economy after the Goods and Services Tax.

The main objective behind the enactment of the new code is to consolidate the laws that relates to the insolvency of the companies, partnership firms, limited liability partnership and individuals into a single code and to have a time bound insolvency and bankruptcy procedure for the maximisation of value of the assets of such person.

The pillars on which this code stands are as follows :

Insolvency Professionals ;
Adjudicating Authority ;
Regulatory Body / insolvency & Bankruptcy Board of India

Application under Insolvency & Bankruptcy Code, 2016 (Section 7, 9, 10):

By Financial Creditor (Section – 7) : A financial creditor may be itself or jointly with other financial creditors or any other person on behalf of the financial creditor, as may be notified by the Central Government, seek to initiate Insolvency Resolution Process by filing an application before the NCLT once a default has occurred (in Form-1). The code provides that within 14 days of an application having been filed, NCLT shall ascertain the existence of the debt and default and either admitor reject the application, after which consequences under the code would follow.

Full article will be provided shortly…

COMPLIANCE RELATED TO FOREIGN COMPANY UNDER THE COMPANIES ACT, 2013

Definition of Foreign Company : As per definition given under Section 2 (42) of the Companies Act, 2013 ;

“FOREIGN COMPANY” means any company or body corporate incorporated outside India which,—

(a) has a place of business in India whether by itself or through an agent, physically or through electronic mode; and

(b) conducts any business activity in India in any other manner.

Overview of Some Important Provisions related to Foreign Company’s under the Companies Act, 2013 :

Sl. No.	Provisions(s)	Particulars of the Provision(s)
1	Section 2(42)	Definition of Foreign Company
2	Section 33	Issue of Application Forms for Securities
3	Section 34	Criminal Liability for Mis-statements in Prospectus
4	Section 35	Civil Liability for Mis-statements in Prospectus
5	Section 36	Punishment for Fraudulently Inducing Persons to Invest Money
6	Section 40	Securities to be Dealt with in Stock Exchanges
7	Section 41	Global Depository Receipt
8	Section 71	Debentures
9	Section 88	Register of Members, etc.
10	Section 92	Annual Return
11	Section 128	Books of Account, etc., to be kept by Company
12	Section 134	Financial Statement, Board’s Report, etc
13	Section 228	Investigation, etc., of Foreign Companies
14	Section 234	Merger or Amalgamation of Company with Foreign Company
15	Section 376	Power to Wind Up Foreign Companies, Although Dissolved
16	Section 379	Application of Act to Foreign Companies.
17	Section 380	Documents, etc., to be Delivered to Registrar by Foreign Companies
18	Section 381	Accounts of Foreign Company
19	Section 382	Display of Name, etc., of Foreign Company.
20	Section 383	Service on Foreign Company
21	Section 384	Debentures, Annual Return, Registration of Charges, Books of Account and Their Inspection
22	Section 385	Fee for Registration of Documents
23	Section 386	Interpretation (Certified, Director and place of business)
24	Section 388	Provisions as to Expert’s Consent and Allotment
25	Section 389	Registration of Prospectus
26	Section 391	Application of Sections 34 to 36 and Chapter XX
27	Section 392	Punishment for Contravention
28	Section 393	Company’s Failure to Comply with Provisions of This Chapter Not to Affect Validity of Contracts, etc.
29	Section 405	Power of Central Government to Direct Companies to Furnish Information or Statistics.
30	Section 447	CHAPTER XXIX MISCELLANEOUS Punishment for Fraud.
31	Section 592	Documents, Etc., To Be Delivered To Registrar By Foreign Companies Carrying On Business In India
32	Chapter VI	Registration of Charges
33	Chapter XIV	Inspection Inquiry and Investigations
34	Section 196 & 197 Schedule V	Conditions To Be Fulfilled For The Appointment Of A Managing Or Whole-Time Director Or A Manager Without The Approval Of The Central Government Appointments

Sections 380 to 386 (both inclusive) and sections 392 and 393 shall apply to all foreign companies, Provided that the Central Government may, by Order published in the Official Gazette, exempt any class of foreign companies, specified in the Order, from any of the provisions of sections 380 to 386 and sections 392 and 393 and a copy of every such Order shall, as soon as may be after it is made, be laid before both Houses of Parliament.

Analysis of ROC forms specifically for foreign company :

(1.) E-Form FC-1 (Information to be filed by foreign company) :

Law(s) and Regulations : Section 380(1) (a) to (h) and Rule 3(3) of the Companies (Registration of Foreign Companies) Rules, 2014.

Filing requirements : A foreign company shall file the particulars of the principal place of business in e-form FC-1 within 30 days of establishment of place of business in India along with the required documents to RoC, Delhi. The Registrar of the corresponding state shall have access to these documents filed with the RoC, Delhi.

Stamp Duty Payment :
- Stamp duty on eForm FC-1 can be paid electronically through the MCA portal.
- Payment of stamp duty electronically through MCA portal is mandatory in respect of the states which have authorized the Central Government to collect stamp duty on their behalf.
- Now eStamp duty payment is to be done online through MCA portal for all the states.
Mandatory Attachment(s) :
- Certified copy of the charter, statutes, or memorandum and articles of the company or other instrument constituting or defining the constitution of the company (Mandatory).
- List of directors and secretary of the foreign company (Mandatory).
- Power of attorney or board resolution in favor of the authorized representative(s) (Mandatory).
- Reserve bank of India approval letter (It is mandatory to attach attested copy of such approval).

Details of other places of business in India (if any) :
- It is mandatory to enter the date of closure of such place of business and also FCRN of such office.

Particulars of place(s) of business in India established on any earlier occasion(s) other than above (if any) :
- Maximum seven of such offices can be entered. If more than seven then details can be given in necessary attachment(s).

(2.) E-Form FC-2 (Return of alteration in the documents filed for registration by foreign company) :

Laws and Regulation(s) : Section 380(3) of the Companies Act, 2013 and Rule 3(4) of the Companies (Registration of Foreign Companies) Rules, 2014.
Filing Requirements : Every foreign company on alterations in the charter or statute or any other instrument governing the company, alterations in the particulars of Director/Secretaries of the foreign company , any change in the registered or principal office of the company in the country of incorporation, any change in the particulars of authorized representative(s) of the company and any change in other places of business in India of the company, has to file e-form FC-2 within 30 days of the alterations made. This e-Form is required to be filed with Registrar of Companies and a copy is routed to concerned RoC of the respective state by the system. An alert is generated at the concerned RoC to inform of the filing done at RoC, Delhi.
Mandatory Attachment(s) : Copy of approval letter (it is mandatory if any approval is required for such alteration).

(3.) E-Form FC-3 (Annual accounts along with the list of all principal places of business in India established by foreign company) :

Law(s) and Regulations : Section 381 of the Companies Act, 2013 and Rule 4, 5 and 6 of Companies (Registration of Foreign Companies) Rules, 2014.
Filing Requirements : Every foreign company is required to prepare and file financial statements within a period of six months of the close of the financial year of the foreign company to which the financial statements relate to Delhi RoC in e-Form number FC-3. It shall also prepare and file a list of places of business in India established by a foreign company as on date of the balance sheet in the same form. However, the Registrar can extend the said period to not more than three months on application made in writing.
Mandatory Attachment(s) :
- Copy of latest consolidated financial statement of parent company (Mandatory).
- Copy of balance sheet and profit and loss account duly authenticated under section 381(1) (Mandatory).
- In case the document is in any other language other than English, certified translation in English language is mandatory.

(4.) E-Form FC-4 (Annual Return of a Foreign Company) :

Law(s) and Regulations : Section 384(2) of the Companies Act 2013 and Rule 7 of Companies (Registration of Foreign Companies) Rules, 2014.
Filing Requirements : Every foreign company shall prepare and file annual return of the company in eForm FC-4 within 60 days from the close of financial year.
Mandatory Attachment(s) :
- Details of Promoters, Directors and Key managerial personnel and changes therein since close of previous financial year. (Mandatory).
- Details of directors and key managerial personnel and their remuneration. (Mandatory).
- Details of the meeting of the members or class thereof, board and its various committees along with attendance details. (Mandatory).
- Particulars of members and debenture holders along with changes therein since the close of previous financial year. (Mandatory).
- Particulars of Holding, subsidiary and associate companies and firms. (Mandatory in case number of entities prescribed at serial no 6 is more than seven).

AUTHOR : CS LALIT RAJPUT (CLICK HERE TO VIEW PROFILE)

CORPORATE COMPLIANCE CALENDAR FOR THE MONTH OF JANUARY, 2020

ABOUT THIS ARTICLE :

This article contains various Compliance requirements under Statutory Laws. Compliance means “adhering to rules and regulations.”

Compliance Requirement Under :

Income Tax Act, 1961
Goods & Services Tax Act, 2017 (GST)
Other Statutory Laws
Foreign Exchange Management Act, 1999 (FEMA)
SEBI (Listing Obligations And Disclosure Requirements) (LODR) Regulations, 2015
SEBI Takeover Regulations 2011
SEBI (Prohibition of Insider Trading) Regulations, 2015
SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018
SEBI (Buyback of Securities) Regulations, 2018
Companies Act, 2013 (MCA/ROC and LLP Compliance)
Investor Education and Protection Fund
ICSI Updates on e-CSIN

COMPLIANCE REQUIREMENT UNDER INCOME TAX ACT, 1961 :

Income Tax Act, 1961	07.01.2020	Due date for deposit of tax deducted/collected for the month of December, 2019. (TDS & TCS)	TDS & TCS
Income Tax Act, 1961	14.01.2020	Due date for issue of TDS Certificate for tax deducted under Section 194-IA in the month of December, 2019	TDS Certificate u/s 194-IA
Income Tax Act, 1961	14.01.2020	Due date for issue of TDS Certificate for tax deducted under section 194-IB in the month of December, 2019	TDS Certificate u/s 194-IB
Income Tax Act, 1961	15.01.2020	Due date for furnishing of Form 24G by an office of the Government where TCS for the month of December, 2019 has been paid without the production of a challan	Form 24G

Income Tax Act, 1961	15.01.2020	Quarterly statement of TCS deposited for the quarter ending December 31, 2019	Quarterly statement of TCS deposited
Income Tax Act, 1961	15.01.2020	Quarterly statement in respect of foreign remittances (to be furnished by authorized dealers) in Form No. 15CC for quarter ending December, 2019	Form No. 15CC
Income Tax Act, 1961	15.01.2020	Due date for furnishing of Form 15G/15H declarations received during the quarter ending December, 2019	Form 15G/15H
Income Tax Act, 1961	30.01.2020	Quarterly TCS certificate in respect of tax collected for the quarter ending December 31, 2019
Income Tax Act, 1961	30.01.2020	Due date for furnishing of challan-cum- statement in respect of tax deducted under section 194-IA in the month of December, 2019	challan-cum-u/s 194-IA
Income Tax Act, 1961	30.01.2020	Due date for furnishing of challan-cum- statement in respect of tax deducted under section 194-IB in the month of December, 2019	challan-cum-u/s 194-IB
Income Tax Act, 1961	31.01.2020	Quarterly statement of TDS deposited for the quarter ending December 31, 2019
Income Tax Act, 1961	31.01.2020	Quarterly return of non-deduction at source by a banking company from interest on time deposit in respect of the quarter ending December 31, 2019
Income Tax Act, 1961	31.01.2020	Intimation under section 286(1) in Form No. 3CEAC, by a resident constituent entity of an international group whose parent is non-resident	Form No. 3CEAC

NOTE :

1. PAN-AADHAAR LINKING DEADLINE EXTENDED TO MARCH, 2020

The due date for linking of PAN with Aadhaar as specified under sub-section 2 of Section 139AA of the Income-tax Act,1961 has been extended from 31st December, 2019 to 31st March, 2020. (Notification no.107 of 2019 dated 30/12/2019 issued by CBDT.)

Source: https://www.incometaxindia.gov.in/communications/notification/notification_1 07_2019.pdf

2. PERSONS WHO HAVE MADE A DECLARATION UNDER SUB-SECTION (1) OF SECTION 183, BUT HAVE NOT MADE PAYMENT OF THE TAX AND SURCHARGE PAYABLE UNDER SECTION 184

In exercise of the powers conferred by the proviso to sub-section (1) of section 187 of the Finance Act, 2016 (28 of 2016), the Central Government hereby specifies that the persons who have made a declaration under sub-section (1) of section 183, but have not made payment of the tax and surcharge payable under section 184 and penalty payable under section 185 of the said Act, in respect of the undisclosed income, on or before the due date notified by the Central Government vide notification number S.O. 1830 (E), dated the 19th May, 2016, (as subsequently amended vide notification number S.O. 2476 (E), dated the 20th July, 2016), may make the payment of such amount on or before the 31st day of January, 2020, along with interest on such amount, at the rate of one per cent. for every month or part of a month comprised in the period commencing on the date immediately following the said due date as so notified and ending on the date of such payment.

Source: https://www.incometaxindia.gov.in/communications/notification/notification_1 03_2019.pdf

3. INCOME TAX (15TH AMENDMENT) RULES, 2019

Source: https://www.incometaxindia.gov.in/communications/notification/notification_1 04_2019.pdf

4. CLARIFICATIONS IN RESPECT OF PRESCRIBED ELECTRONIC MODES UNDER SECTION 269SU OF THE INCOME-TAX ACT, 1961

SOURCE : https://www.incometaxindia.gov.in/communications/circular/circular_32_2019.pdf

IMPORTANT NOTIFICATIONS :

Sl. No.	Particulars of the Notification(s)	Notification Link(s)
1.	Order under section 119(2) of the Income-tax Act, 1961- Extension of the due date of payment of tax deducted at source under 194M of the Ac	https://www.incometaxindi a.gov.in/news/circular_31_2 019.pdf
2.	Extension of due date for filing of Income-tax Returns/Tax Audit Reports to 31st January, 2020 in respect of Union Territory of Jammu and Kashmir and Union Territory of Ladakh	https://www.incometaxindi a.gov.in/news/extension_itr eturns_tax_audit_miscomm_ 24_12_19.pdf
3.	Extension of time limit for filing of response to notices issued under section 142(1) of the Income- tax Act 1961 under E-assessment Scheme 2019	https://www.incometaxindi a.gov.in/news/extension_of_ time_limit_for_filing_respons e_24_12_19.pdf
4.	Clarifications in respect of prescribed electronic modes under section 269SU of the Income-tax Act, 1961	https://www.incometaxindi a.gov.in/news/circular_32_2 019.pdf
5.	Notification No. 105/2019, prescribing electronic modes of payment u/s 269SU of the Income-tax Act, 1961	https://www.incometaxindi a.gov.in/news/notification_ 105_2019.pdf
6.	Public consultation on the proposal for amendment of Income-tax Rules 1962, to insert new Form 15E, to give effect to the amendment in section 195 of the Income-tax Act, 1961	https://www.incometaxindi a.gov.in/news/public_consul tation_proposal_amendment itr_1962_misccomm_31_12_ 19.pdf

*Order under section 119(2) of the Income-tax Act, 1961- Extension of the due date of payment of tax deducted at source under 194M of the Act

https://www.incometaxindia.gov.in/communications/circular/circular_31_2019.pdf

COMPLIANCE REQUIREMENT UNDER GOODS & SERVICES TAX ACT, (GST) 2017 :

Applicable Laws/Acts	Due Dates	Compliance Particulars	Forms/ (Filing mode)
GST, Act, 2017	10.01.2020	Form GSTR-7 {TDS Deductor)	GSTR-7
GST, Act, 2017	10.01.2020	Form GSTR-8 (for the month of December 2019) -TCS Collector (Summary of Tax Collected at Source (TCS) and deposited by E-commerce operators under GST laws)	GSTR – 8
GST, Act, 2017	11.01.2020	Return of outward supplies of taxable goods and/or services for the Month of December 2019 (for Assesses having turnover exceeding 1.5 Cr.) Monthly Return.	GSTR – 1
GST, Act, 2017	13.01.2020	Due date for Furnishing return of December 2019 by Input Service Distributors (ISD)	GSTR – 6
GST, Act, 2017	20th of the succeeding	Payment of self-assessed tax (Payment of tax shall be made by 20th of the month succeeding the month to which the liability pertains.)	PMT-08
GST, Act, 2017	18 months after end of the quarter for which refund is to be claimed	Application for Refund	RFD-10
GST, Act, 2017	20.01.2020	Summary of outward taxable supplies and tax payable by Non-Resident taxable person & OIDAR respectively. (for the month of December, 2019)	GSTR-5 & GSTR – 5A

GST, Act, 2017	20.01.2020	Simple GSTR return for the month of December, 2019	GSTR – 3B
GST, Act, 2017	18.01.2020	Return filed by composition dealer statement-cum-challan to declare the details or summary of his/her self- assessed tax payable for a given quarter. (October 2019 to December 2019)	CMP – 08
GST, Act, 2017	31.01.2020	Annual Returns for FY 2017-18	GSTR-9, GSTR-9A & GSTR-9C
GST, Act, 2017	3 months of the registration cancellation date or order cancellation date, whichever comes late	A taxable person who opts for cancellation of GST registration has to file a final return under GST law in form GSTR-10 within three months.	GSTR – 10
GST, Act, 2017	28TH of the month following the month in which an inward supply is received by the UIN holders	Statement of inward supplies by persons having Unique Identification Number (UIN)	GSTR – 11

KEY UPDATE(s) :

1. Annual Return 2017-18

Updated version of the Offline tool of GSTR-9C (Version 1.5) was made available on the portal on 24-12-2019. A minor issue has come to notice in auditor`s certificate issued in Part-B(ii) . The issue will be fixed shortly. In the meantime, where Part-B(ii) of the certificate is not applicable i.e. auditor preparing GSTR-9C has also conducted audit of the business and same number is applicable, they may continue with statement preparation and filing. (https://www.gst.gov.in/newsandupdates/read/343)

2. Forms available on GST Portal for Taxpayers and Tax Officials

Government has issued various forms for GST related compliances to be made by taxpayers and for taking actions on them by tax officials. Various forms issued for registration, filing returns or refunds etc. have been made available on the GST Portal.. (https://www.gst.gov.in/newsandupdates/read/340 )

GST UPDATES AS ON 29.11.2019 :

Sl. No.	Notification(s)	Notification No.	Link(s)
1.	Seeks to extend the due date for furnishing of return in FORM GSTR-1 for registered persons in Jammu and Kashmir having aggregate turnover more than 1.5 crore rupees for the months of July, 2019 to September, 2019	63/2019-Central Tax ,dt. 12-12-2019	http://www.cbic.gov.in/h tdocs-cbec/gst/notfctn- 63-central-tax-english- 2019.pdf
2.	Seeks to extend the due date for furnishing of return in FORM GSTR-1 for registered persons in Jammu and Kashmir having aggregate turnover more than 1.5 crore rupees for the month of October, 2019.	64/2019-Central Tax ,dt. 12-12-2019	http://www.cbic.gov.in/h tdocs-cbec/gst/notfctn- 64-central-tax-english- 2019.pdf
3.	Seeks to extend the due date for furnishing of return in FORM GSTR-7 for registered persons in Jammu and Kashmir for the months of July, 2019 to October, 2019.	65/2019-Central Tax ,dt. 12-12-2019	http://www.cbic.gov.in/h tdocs-cbec/gst/notfctn- 65-central-tax-english- 2019.pdf
4.	Seeks to extend the due date for furnishing of return in FORM GSTR-3B for registered persons in Jammu and Kashmir for the months of July, 2019 to September, 2019	66/2019-Central Tax ,dt. 12-12-2019	http://www.cbic.gov.in/h tdocs-cbec/gst/notfctn- 66-central-tax-english- 2019.pdf
5.	Seeks to extend the due date for furnishing of return in FORM GSTR-3B for registered persons in Jammu and Kashmir for the month of October, 2019	67/2019-Central Tax ,dt. 12-12-2019	http://www.cbic.gov.in/h tdocs-cbec/gst/notfctn- 67-central-tax-english- 2019.pdf

6.	Seeks to carry out changes in the CGST Rules, 2017.	68/2019-Central Tax ,dt. 13-12-2019	http://www.cbic.gov.in/h tdocs-cbec/gst/notfctn- 68-central-tax-english- 2019.pdf
7.	Seeks to notify the common portal for the purpose of e- invoice.	69/2019-Central Tax ,dt. 13-12-2019	http://www.cbic.gov.in/h tdocs-cbec/gst/notfctn- 69-central-tax-english- 2019.pdf
8.	Seeks to notify the class of registered person required to issue e-invoice.	70/2019-Central Tax ,dt. 13-12-2019	http://cbic.gov.in/htdocs-cbec/gst/notfctn-70-central-tax-english-2019.pdf
9.	Seeks to give effect to the provisions of rule 46 of the CGST Rules, 2017.	71/2019-Central Tax ,dt. 13-12-2019	http://www.cbic.gov.in/h tdocs-cbec/gst/notfctn- 71-central-tax-english- 2019.pdf
10.	Seeks to notify the class of registered person required to issue invoice having QR Code.	72/2019-Central Tax ,dt. 13-12-2019	http://www.cbic.gov.in/h tdocs-cbec/gst/notfctn- 72-central-tax-english- 2019.pdf
11.	Seeks to extend the last date for filing of FORM GSTR-3B for the month of November, 2019 by three days from 20.12.2019 till 23.12.2019.	73/2019-Central Tax ,dt. 23-12-2019	http://cbic.gov.in/htdocs-cbec/gst/notfctn-73-central-tax-english-2019.pdf
12.	Seeks to waive late fees for non- filing of FORM GSTR-1 from July, 2017 to November, 2019.	74/2019-Central Tax ,dt. 26-12-2019	http://cbic.gov.in/htdocs-cbec/gst/notfctn-74-central-tax-english-2019.pdf
13.	Seeks to carry out changes in the CGST Rules, 2017.	75/2019-Central Tax ,dt. 26-12-2019	http://cbic.gov.in/htdocs-cbec/gst/notfctn-75-central-tax-english-2019.pdf
14.	Seeks to extend the due date for furnishing of return in FORM GSTR-1 for registered persons in Assam, Manipur or Tripura having aggregate turnover more than 1.5 crore rupees for the month of November, 2019.	76/2019-Central Tax ,dt. 26-12-2019	http://cbic.gov.in/htdocs-cbec/gst/notfctn-76-central-tax-english-2019.pdf
15.	Seeks to extend the due date for furnishing of return in FORM GSTR-3B for registered persons in Assam, Manipur, Meghalaya or Tripura for the month of November, 2019	77/2019-Central Tax , dt. 26-12-2019	http://cbic.gov.in/htdocs-cbec/gst/notfctn-77-central-tax-english-2019.pdf
16.	Seeks to extend the due date for furnishing of return in FORM GSTR-7 for registered persons in Assam, Manipur or Tripura for the month of November, 2019.	78/2019-Central Tax ,dt. 26-12-2019	http://cbic.gov.in/htdocs-cbec/gst/notfctn-78-central-tax-english-2019.pdf

Important Circulars :

Sl. No.	Circular (s)	File No.	Link(s)
1.	seeks to ab-initio withdraw the Circular No. 107/26/2019 dated 18.07.2019. (Circular no. 127/2019)	F. No. CBEC – 20/06/03/2019 – GST dated 04.12.2019	http://www.cbic.gov.in/htdocs- cbec/gst/circular-cgst-127.pdf
2.	Generation and quoting of Document Identification Number (DIN) on any communication issued by the officers of the Central Board of Indirect Taxes and Customs (CBIC) to tax payers and other concerned persons. (Circular no. 128/2019)	F. No. GST/INV/ DIN/01/2019-20 dated 23.12.2019	http://www.cbic.gov.in/htdocs- cbec/gst/circular-cgst-128.pdf
3.	Standard Operating Procedure to be followed in case of non- filers of returns – reg. (Circular no. 129/2019)	F. No. CBEC- 20/06/04/2019-GST ,dt. 24-12-2019	http://www.cbic.gov.in/htdocs- cbec/gst/circular-cgst-129.pdf
4.	RCM on renting of motor vehicles. (Circular no. 130/2019)	F. No. 354/189/2019- TRU ,dt. 31-12-2019	http://www.cbic.gov.in/htdocs- cbec/gst/circular-cgst-130.pdf

COMPLIANCE UNDER OTHER STATUTORY LAWS

Applicable Laws/Acts	Due Dates	Compliance Particulars	Forms / (Filing mode)
EPF (The Employees’ Provident Funds And Miscellaneous Provisions Act, 1952)	15.01.2020	PF Payment for December, 2019	ECR
ESIC (Employees’ State Insurance Act, 1948)	15.01.2020	ESIC Payment for December , 2019	ESI CHALLAN
Factories Act, 1948	15.01.2020	Yearly Return Ending 31St Dec, 2019
Factories Act, 1948	15.01.2020	Half Yearly Return Ending 31St Dec, 2019
Contract Labour (R & A) Act	30.01.2020	Half Yearly Return By The Contractor Ending 31St December

QUICK REVIEW ON COMPLIANCE PARTICULARS :

Sl. No.	Name of the Act(s)	Compliance Particulars
1.	Factories Act 1948	Annual returns and half year returns submitted on time with correct details All story statutory registers are maintained Appointment of Safety Officer, Welfare Officer, if applicable, and its qualification matching as per the act Canteen, Creche, rest room facilities are available

2.	Contact Labor Act 1970	First check if this act is applicable to factory and to contractor. General rule say it is applicable for more than 20 contract workers. But it differs differs from state to state Principal Employer Registration, all contractor are listed on RC Contractor have valid License Contractor have submitted all dues like PF, ESIC, PT, LWF on time.
3	Payment of Gratuity Act 1972:	Gratuity are paid to left employees who have completed 5 years Company have authorised one managerial personnel in organisation to receive all notice, letter, communication, etc
4.	Payment of Bonus Act 1965	Bonus are paid on time. Returns submitted, register are maintained
5.	Payment of Wages 1936 and Minimum Wages Act 1948:	All registers are maintained Payment of Wages are done on time. Wages are paid above minimum wages.

COMPLIANCES UNDER FEMA / RBI :

Applicable Laws/Acts	Due Dates	Compliance Particulars	Forms / (Filing mode)
FEMA ACT 1999	Monthly Basis	External Commercial Borrowings : Borrowers are required to report all ECB transactions to the RBI on a monthly basis through an AD Category – I Bank in the form of ‘ECB 2 Return’.	ECB 2 Return
FEMA ACT 1999	Not later than 30 days from the date of issue of shares	After issue of shares or other eligible securities, the Indian company has to file	Form FC-GPR
FEMA ACT 1999	With in 60 days from the date of receipt of the amount of consideration.	Reporting of transfer of shares and other eligible securities between residents and non- residents and vice- versa is to be made in Form FC-TRS.	Form FC-TRS.
FEMA ACT 1999	With in Six (6) months {receive share certificates or any other documentary evidence of investment in the foreign JV / WOS as an evidence of investment and submit the same to the designated AD within 6 months;}	An Indian Party and a Resident Individual making an overseas investment is required to submit form ODI (Overseas investments (or financial commitment) in Joint Ventures (JV) and Wholly Owned Subsidiaries (WOS))	Form ODI

COMPLIANCE REQUIREMENT UNDER SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) (LODR) REGULATIONS, 2015 :

FILING MODE(s) :

For BSE : BSE LISTING CENTRE
For NSE : NEAPS Portal

Quarterly Compliances :

Sl. No.	Regulation No.	Compliance Particular	Compliance Period (Due Date)
1	Regulation 13 (3)	Statement of Investor complaints	Within 21 days from the quarter end.
2	Regulation 27 (2)	Corporate Governance Report	Within 15 days from quarter end.
3	Regulation 31	Shareholding Pattern	Within 21 days from quarter end
4	Regulation 32(1)	Statement of deviation(s) or variation(s). (for public issue, rights issue, preferential issue etc.)*	Quarterly Basis
5	Regulation 69	Indian Depository Receipt holding pattern & Shareholding details.	within 15 days of end of the quarter

Half Yearly Compliances :

Sl. No.	Regulation No.	Compliance Particular	Compliance Period (Due Date)
1	Regulation 7(3)	Compliance Certificate certifying maintaining physical and electronic transfer facility	Within one month of end of each half of the financial year

2	Regulation 40(9)	Certificate from Practicing Company Secretary (PCS)	Within one month of end of each half of the financial year
3	Regulation 40(10)	Transfer or transmission or transposition of securities	Within one month of end of each half of the financial year
4.	Regulation 33 (SME)	Un audited Financial Results within 45 days & Audited finance within 60 days	April to Sep : 14th day of November Oct to March: & Full year Audited: 30th May

Annual Compliances :

Sl. No.	Regulation No.	Compliance Particular	Compliance Period (Due Date)
1	Regulation 14	Listing fees & other Charges	Payment manner as specified by the Board of by Recognised Stock Exchange.
2	Regulation 34* (shall be amended w.e.f. April 2019)	Annual Report	Within 21 working days from the AGM Date
3.	Regulation 34(1)(a)	a copy of the annual report sent to the shareholders along with the notice of the annual general meeting not later than the day of commencement of dispatch to its shareholders;	Within one days from Dispatch to shareholder
4.	Annual report in XBRL mode 16 may 2019 BSE CIRCULAR’ https://www.bseindia. com/corporates/Displ aydata.aspx?Id=7a3c84 14-03fa-4976-8579- db3f8fc8d2bc&Page=ci r	Filings in respect of Annual Report has to be done by all listed entities in XBRL mode in addition to the currently used PDF mode mandatorily, for periods ending March 31, 2019.	Same time limit of Regulation 34

5.	Regulation 34(1)(b)	in the event of any changes to the annual report, the revised copy along with the details of and explanation for the changes shall be sent not later than 48 hours after the annual general meeting.	Within 48 hours after AGM
6.	Regulation 36	The listed entity shall send annual report referred to in to the holders of securities, not less than twenty-one days before the annual general meeting.	21 days Before AGM (in soft or hard copy)

Event based Compliances :

Sl. No.	Regulation No.	Compliance Particular	Compliance Period (Due Date)
1.	Regulation 7 (5)	Intimation of appointment / Change of Share Transfer Agent.	Within 7 days of Agreement with RTA.
2.	Regulation 17(2)	Meeting of Board of Directors	The board of directors shall meet at least 4 times a year, with a maximum time gap of 120 days between any two meetings.
3.	Regulation 18(2)	Meeting of the audit committee	The audit committee shall meet at least 4 times in a year and not more than 120 days shall elapse between two meetings.
4.	Regulation 29	Notice for Board Meeting to consider the prescribed matters.	The Company shall give an advance notice of: a) at least 5 days for Financial

			Result as per Regulation 29 1 (a) b) in case matters as stated in regulation 29 1 (b) to (f) – 2 Working days in advance(Excluding the date of the intimation and date of the meeting) to Stock Exchange. c) 11 working days in case matter related to alteration in i) Securities ;ii) date of interest or redemption of Debenture / bond as per regulation 29(3) (a) ,(b).
5	Regulation 30	Outcome of Board Meeting (Schedule III Part A- (4)	within 30 minutes of the closure of the meeting
6.	Regulation 31	Holding of specified securities and shareholding pattern	Reg. 31(1)(a):1 day prior to listing of its securities on the stock exchange(s); Reg. 31(1)(c): within 10 days of any capital restructuring of the listed entity resulting in a change exceeding 2 % of the total paid-up share capital.
7.	Regulation 39	Issuance of Certificates or Receipts/Letters/Advices for securities and dealing with unclaimed securities.	Reg. 39(2): The listed entity shall issue certificates or receipts or advices, as applicable, of subdivision, split, consolidation, renewal, exchanges, endorsements, issuance of duplicates thereof or issuance of new certificates or receipts or advices, as applicable, in cases of loss or old decrepit or worn out certificates or receipts or advices, as applicable within 30 days from the date of such lodgement.

			Reg. 39(2): The listed entity shall submit information regarding loss of share certificates and issue of the duplicate certificates, to the stock exchange within 2 days of its getting information.
8.	Regulation 40	Transfer or transmission or transposition of securities	After due verification of the documents, the Listed Company shall register transfers of its securities in the name of the transferee(s) and issue certificates or receipts or advices, as applicable, of transfers; or issue any valid objection or intimation to the transferee or transferor, as the case may be, within a period of 15 days from the date of such receipt of request for transfer: Transmission requests are processed for securities held in dematerialized mode and physical mode within 7 days and 21 days respectively, after receipt of the specified documents
9.	Regulation 43	Declaration of Dividend	The company has to declare and disclose the dividend on per share basis only.
10	Regulation 46	Company Website:. Listed entity shall disseminate the information as stated in Regulation 46 (2)	Shall update any change in the content of its website within 2 working days from the date of such change in content.
11.	Regulation 50	Intimation to stock exchange(s).	Listed Company shall give prior intimation at least 11 working days before the date on and from which the interest on debentures and bonds, and redemption amount of

			redeemable shares or of debentures and bonds shall be payable.
12.	Regulation 57	Other submissions to stock exchange(s).	Listed Company shall submit a certificate to the stock exchange within 2 days of the interest or principal or both becoming due that it has made timely payment of interests or principal obligations or both in respect of the non convertible debt securities.
13.	Regulation 82	Intimation and filings with stock exchange(s).	Intention to issue new securitized debt instruments either through a public issue or on private placement basis : Reg. 82(2) : Intimation of Meeting at least 2 working days in advance, excluding the date of the intimation and date of the meeting, regarding the meeting of its board of trustees, at which the recommendation or declaration of issue of securitized debt instruments or any other matter affecting the rights or interests of holders of securitized debt instruments is proposed to be considered
14.	SCHEDULE III PART – A: DISCLOSURES OF EVENTS OR INFORMATION: SPECIFIED SECURITIES	Events which shall be disclosed without any application of the guidelines for materiality as specified in sub-regulation (4) of regulation (30)	(7B) In case of resignation of an independent director of the listed entity, within 7 days from the date of resignation, the following disclosures shall be made to the stock exchanges by the listed entities as mentioned in 7B (i), 7B(ii) & 7B(iii).
15.	Regulation 106J	Period of subscription and issue of allotment letter.	A rights issue shall be open for subscription in India for a period as applicable under the

			laws of its home country but in no case less than 10 days.
16.	Regulation 108	Application for Listing.	The issuer / the issuing company, shall, make an application for listing, within 20 days from the date of allotment, to one or more recognized stock exchange(s) along with the documents specified by stock exchange(s) from time to time.
17.	Regulation 23	Corporate governance requirements with respect to subsidiary of listed entity	The listed entity shall submit within 30 days from the date of publication of its standalone and consolidated financial results for the half year, disclosures of related party transactions on a consolidated basis, in the format specified in the relevant accounting standards for annual results to the stock exchanges and publish the same on its website.
18.	Regulation 24A	Secretarial Audit	Every listed entity and its material unlisted subsidiaries incorporated in India shall undertake secretarial audit and shall annex with its annual report, a secretarial audit report, given by a company secretary in practice, in such form as may be specified with effect from the year ended March 31, 2019. On or before: 30th day of May *(within 60 days from the Closure of FY)*
19.	Regulation 23(9)	The listed entity shall submit within 30 days from the date of publication of its standalone and consolidated financial results for the half year, disclosures of related party transactions on a consolidated basis, in the format specified in the relevant accounting standards for annual results to the stock exchanges and	Disclosure Of Related Party Transactions Pursuant To Regulation 23(9) Of The SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 WITHIN 30 days from the date of publication of Financial Results (for half year )


		publish the same on its website.
20.	SEBI CIRCULAR NOV 26, 2018 https://www.sebi.go v.in/legal/circulars/ nov-2018/fund- raising-by-issuance- of-debt-securities- by-large- entities_41071.html	Initial Disclosure to be made by an entity identified as a Large Corporate. Within 30 days from the beginning of the FY Annual Disclosure to be made by an entity identified as a LC To be submitted to the Stock Exchange(s) within 45 days of the end of the FY)	APRIL 30 Annexure A MAY 15 Applicable for FY 2020 and 2021 Annexure B1 MAY 15 Applicable from FY 2022 onwards Annexure B2
21.	Regulation 30 (6) read with Para A of Part A of Schedule III (except sub para 4 of with Para A of Part A of Schedule III	The listed entity shall first disclose to stock exchange(s) of all events, as specified in Part A of Schedule III, or information as soon as reasonably possible and not later than twenty four hours from the occurrence of event or information: Provided that in case the disclosure is made after twenty four hours of occurrence of the event or information, the listed entity shall, along with such disclosures provide explanation for delay Example : Proceedings of Annual and extraordinary general meetings of the listed entity.	24 hours of Occurrence of event
22.	SCHEDULE III PARTA A (SUB CLAUSE 7A)	In case of resignation of the auditor of the listed entity, detailed reasons for resignation of auditor, as given by the said auditor, shall be disclosed by the listed entities to the stock exchanges as soon as possible but not later than	24 hours of Occurrence of event

		twenty four hours of receipt of such reasons from the auditor
23.	SCHEDULE III PARTA A (SUB CLAUSE 7B)	In case of resignation of an independent director of the listed entity, within seven days from the date of resignation, the following disclosures shall be made to the stock exchanges by the listed entities	within 7 days from the date of resignation
24.	Regulation 37(1)	Draft Scheme of Arrangement & Scheme of Arrangement before for obtaining Observation Letter or No- objection letter, before filing such scheme with any Court or Tribunal, in terms of requirements specified by the Board or stock exchange(s) from time to time.	Before filling the same with any court or tribunal
25.	Regulation 37(1) read with Section 31 of the Insolvency Code,	No need to follow Regulation 37 & 94 if restructuring proposal approved as part of a resolution plan by the Tribunal under section 31 of the Insolvency Code, subject to the details being disclosed to the recognized stock exchanges within one day of the resolution plan being approved	within one day of the resolution plan being approved
26.	Regulation 42(2)	The listed entity shall give notice in advance of atleast seven working days (excluding the date of intimation and the record date) to stock exchange(s) of record date specifying the purpose of the record date. (Refer 42(1) Record date)	7 working days (excluding the date of intimation and the record date)
27.	Regulation 44(3)	The listed entity shall submit to the stock exchange, within forty eight hours of conclusion of its General Meeting, details regarding the voting results in	within 48 hours of conclusion of its General Meeting

		the format specified by the Board.
28.	Regulation 31A	Re-classification of status of a promoter/ person belonging to promoter group to public an application for re- classification to the stock exchanges has been made by the listed entity consequent to the following procedures and not later than thirty days from the date of approval by shareholders in general meeting:	Not later than 30 days of general Meeting
29.	Regulation 50(1) (Debt OR Non- Convertible Redeemable Preference Shares Or Both)	Intimation to stock exchange(s). Listed Company shall give prior intimation at least 11 working days before the date on and from which the interest on debentures and bonds, and redemption amount of redeemable shares or of debentures and bonds shall be payable.	at least 11 working days
30.	Regulation 50(3) (Debt OR Non- Convertible Redeemable Preference Shares Or Both)	The listed entity shall intimate to the stock exchange(s), at least two working days in advance, excluding the date of the intimation and date of the meeting, regarding the meeting of its board of directors, at which the recommendation or declaration of issue of non convertible debt securities or any other matter affecting the rights or interests of holders of non convertible debt securities or non convertible redeemable preference shares is proposed to be considered.	at least 2 working days in advance, excluding the date of the intimation and date of the meeting
31.	Regulation 52 (1) and (2) (Debt OR Non- Convertible	Financial Result The listed entity shall prepare and submit un-audited or	Unaudited: 45 days from half end Audited: 60 days of half end Sumbit The Copy Of Fr To

	Redeemable Preference Shares Or Both)	audited financial results on a half yearly basis in the format as specified by the Board within forty five days from the end of the half year to the recognised stock exchange(s)	Debenture Trustees On Same Day After Submission To Stock Exchange
32.	Regulation 52(5) (Debt OR Non- Convertible Redeemable Preference Shares Or Both)	The listed entity shall, within seven working days from the date of submission of the information required under sub- regulation (4),ie information submitted with Financial Results submit to stock exchange(s), a certificate signed by debenture trustee that it has taken note of the contents.	7 working days of FR
33.	Regulation 57 (Debt OR Non- Convertible Redeemable Preference Shares Or Both)	Other submissions to stock exchange(s). Listed Company shall submit a certificate to the stock exchange within 2 days of the interest or principal or both becoming due that it has made timely payment of interests or principal obligations or both in respect of the non convertible debt securities.	within 2 days
34.	Regulation 60(2) (Debt OR Non- Convertible Redeemable Preference Shares Or Both)	The listed entity shall give notice in advance of atleast seven working days (excluding the date of intimation and the record date) to stock exchange(s) of record date specifying the purpose of the record date. (Refer 60(1) Record date)	7 working days (excluding the date of intimation and the record date)
35.	Regulation 78(2) (Obligations of listed entity which has listed its indian depository receipts)	Record date The listed entity shall give notice in advance of at least four working days to the recognised stock exchange(s) of record date specifying the purpose of the record date.	at least 4 working days


36.	Regulation 82 (Obligations Of Listed Entity Which Has Listed Its Securitised Debt Instruments)	Intimation and filings with stock exchange(s). Intention to issue new securitized debt instruments either through a public issue or on private placement basis : Reg. 82(2) : Intimation of Meeting at least 2 working days in advance, excluding the date of the intimation and date of the meeting, regarding the meeting of its board of trustees, at which the recommendation or declaration of issue of securitized debt instruments or any other matter affecting the rights or interests of holders of securitized debt instruments is proposed to be considered	At least 2 working days in advance
37.	Regulation 87(2) (Obligations of listed entity which has listed its indian depository receipts)	Record date The listed entity shall give notice in advance of atleast seven working days (excluding the date of intimation and the record date) to the recognised stock exchange(s) of the record date or of as many days as the Stock Exchange may agree to or require specifying the purpose of the record date.	at least 7 working days(excluding the date of intimation and the record date)
38.	Regulation 87B (Obligations Of Listed Entity Which Has Listed Its Security Receipts)	The listed entity shall first disclose to stock exchange(s) of all events or information, as specified in Part E of Schedule III, as soon as reasonably possible but not later than twenty four hours from occurrence of the event or information: Provided that in case the disclosure is made after	24 hours of Occurrence of event

		twenty four hours of occurrence of the event or information, the listed entity shall, along with such disclosures provide explanation for the delay.
39.	Regulation 87E (Obligations Of Listed Entity Which Has Listed Its Security Receipts)	Record date The listed entity shall give notice in advance of atleast seven working days (excluding the date of intimation and the record date) to the recognised stock exchange(s) of the record date or of as many days as the Stock Exchange may agree to or require specifying the purpose of the record date.	at least 7 working days (excluding the date of intimation and the record date)

SEBI Takeover Regulations 2011 :

Sl. No.	Regulation No.	Compliance Particular	Compliance Period (Due Date)
1	Regulation 30(1)	Every person, who together with persons acting in concert with him, holds shares or voting rights entitling him to exercise 25% or more of the voting rights in a target company, shall disclose their aggregate shareholding and voting rights as of the 31^st day of March, in such target company in such form as may be specified.	Disclosures shall be made within seven (7) working days from the end of each financial year to; every stock exchange where the shares of the target company are listed; andthe target company at its registered office.
2	Regulation 30(2)	The promoter of every target company shall together with persons acting in concert with him, disclose their aggregate shareholding and voting rights as of the thirty- first day of March, in such target company in such form as may	Disclosures shall be made within seven (7) working days from the end of each financial year to; every stock exchange where the shares of the target company are listed; andthe target company at its registered office.

Regulation 31(1) read with Regulation 28(3) of Takeover Regulations AUGUST 7, 2019 CIRCULAR https://www.sebi.go v.in/legal/circulars/ aug- 2019/disclosure-of- reasons-for- encumbrance-by- promoter-of-listed- companies_43837.ht ml

The promoter of every listed company shall specifically disclose detailed reasons for encumbrance if the combined encumbrance by the promoter along with PACs with him equals or exceeds: a) 50% of their shareholding in the company; or b) 20% of the total share capital of the company,

within 2 (two) working days

SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 :

Sl. No.	Regulation No.	Compliance Particular	Compliance Period (Due Date)
1	Schedule XIX – Para (2) of ICDR Read with Reg 108 of SEBI LODR	“The issuer shall make an application for listing from the date of allotment, within such period as may be specified by the Board from time to time, to one or more recognized stock exchange(s)”. In regard to above, it is specified that Issuer shall make an application to the exchange/s for listing in case of further issue of equity shares from the date of allotment within 20 days (unless otherwise specified).	Within 20 days from the date of allotment
2	Regulation 162	The tenure of the convertible securities of the issuer shall not exceed eighteen months from the date of their allotment.	Within 18 months from date of allotment
3	SEBI CIRCULAR Aug 19, 2019 https://www.sebi.gov.in/l egal/circulars/aug- 2019/non-compliance- with-certain-provisions-of- sebi-issue-of-capital-and- disclosure-requirements- regulations-2018-icdr- regulations-_43941.html	Application for trading approval to the stock exchange Listed entities shall make an application for trading approval to the stock exchange/s within 7 working days from the date of grant of listing approval by the stock exchange/s.	Within 7 working days from grant of date of listing approval
		Completion of Bonus Issue:
4	Regulation 295(1)	Within 15 days from the date of approval of the issue by its board of directors – in cases where shareholders’ approval for capitalization of profits or reserves for making the bonus issue is not required Within 2 months from the date of the meeting of its board of directors wherein the decision to announce bonus issue was taken subject to shareholders’ approval – in cases where issuer is required to seek shareholders’ approval for capitalization of profits or reserves for making the bonus issue.	Within 15 days from Board Approval (where shareholder approval is not required) Within 2 months from Board Approval ( where shareholder approval is required)

SEBI (Buyback of Securities) Regulations, 2018 (Buyback Regulations) :

Sl. No.	Regulation No.	Compliance Particular	Compliance Period (Due Date)
1	Regulation 11 and 24(iv)	Extinguishment of equity shares in connection with Buyback The particulars of the security certificates extinguished and destroyed shall be furnished by the company to the stock exchanges where the shares or other specified securities of the company are listed within seven days of extinguishment and destruction of the certificates	7 days of extinguishment and destruction of the certificates

CIRCULARS TO LISTED COMPANIES – DECEMBER, 2019 :

Sl. No.	Date	Particulars of the Circulars	Link
1	03.12.2010	Guidelines for preferential issue of units and institutional placement of units by a listed Real Estate Investment Trust (REIT)	https://www.bseindia.com/co rporates/Displaydata.aspx?Id= 64e7bcc3-66a8-4ab4-b7e2- 52aace66ceaa&Page=cir
2	04.12.2010	Guidelines for preferential issue of units and institutional placement of units by a listed Infrastructure Investment Trust (InvIT)	https://www.bseindia.com/co rporates/Displaydata.aspx?Id= a33bd360-7250-4e4d-b065- 8a07b3244130&Page=cir
3	10.12.2010	Securities And Exchange Board Of India (Issue Of Capital And Disclosure Requirements) (Fifth Amendment) Regulations, 2019	https://www.bseindia.com/co rporates/Displaydata.aspx?Id= 813719d7-994b-45cd-8447- f8ef81e0fabd&Page=cir
4	12.12.2010	Filing of Offer Documents under Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018	https://www.bseindia.com/co rporates/Displaydata.aspx?Id= fa1f7f29-c352-417c-b53b- 7581d9a3ec98&Page=cir
5	24.12.2010	Format on Statement of Deviation or Variation for proceeds of public issue, rights issue, preferential issue, Qualified Institutions Placement (QIP) etc.	https://www.bseindia.com/co rporates/Displaydata.aspx?Id= 32eca170-4eee-4b0c-ab5b- 627c0cdc85f0&Page=cir
6	24.12.2010	Guidelines for filing of placement memorandum – InvITs proposed to be listed	https://www.bseindia.com/co rporates/Displaydata.aspx?Id= 30b16b3f-f0bf-48a8-8443- 6e58b5696be9&Page=cir
7	26.12.2010	Framework for listing of Commercial Paper- Amendments	https://www.bseindia.com/co rporates/Displaydata.aspx?Id= f31155a5-e849-4b50-99fa- b81fc55b584f&Page=cir
8	27.12.2010	Guidelines on Framework for listing of Commercial Paper	https://www.bseindia.com/co rporates/Displaydata.aspx?Id= 18cba630-1c70-4f84-947d- 54c9164c6183&Page=cir

COMPLIANCE REQUIREMENT UNDER COMPANIES ACT, 2013 AND RULES MADE THERE UNDER :

Applicable Laws/Acts	Due Dates	Compliance Particulars	Forms / Filing mode
Companies Act, 2013	Within 180 Days From The Date Of Incorporation Of The Company	As per Section 10 A (Commencement of Business) of the Companies Act, 2013, inserted vide the Companies (Amendment) Ordinance, 2018 w.e.f. 2nd November, 2018, a Company Incorporated after the ordinance and having share capital shall not commence its business or exercise any borrowing powers unless a declaration is filed by the Director within 180 days from the date of Incorporation of the Company with the ROC.	MCA E- Form INC 20A
		http://www.mca.gov.in/Ministry/pdf/CompaniesFo urthAmendmentRules_19122018.pdf
		A person having Significant beneficial owner shall file a declaration to the reporting company
Companies Act, 2013	First declaration within 90 days from the date of notification Dt. 08.02.2019 (i.e. On or before 8th of May, 2019)	http://www.mca.gov.in/Ministry/pdf/Companies OwnersAmendmentRules_08020219.pdf i.e. within 90 days of the commencement of the Companies (Significant Beneficial Owners) Amendment Rules, 2019 i.e. 08.02.2019 In case Subsequent Acquisition of the title of Significant Beneficial Owner / Any Change therein a declaration in Form No. BEN-1 required to be filed to the reporting company, within 30 days of acquiring such significant beneficial ownership or any change therein.	Form BEN-1 Draft Format available at https://enlightengo vernance.blogspot.c om/2019/07/draft- format-for-ben-1- sbo-rules-2018.html
Companies Act, 2013	31.12.2019 (Due Date Extended From 30.09.2019 to 31.12.2019)	Filing of form BEN-2 under the Companies (Significant Beneficial Owners) Rules, 2018. (Within 30 days from deployment of the E –form (earlier the date of receipt of declaration in BEN-1 )	Form BEN – 2 (e-form deployed by Ministry (ROC)) on 01.07.2019

		http://www.mca.gov.in/Ministry/pdf/Gen eralCircular_24092019.pdf
Companies Act, 2013	On or before 15.06.2019 (form can be filed after due date with a fee of Rs. 10000 (one time fee)	Filing of the particulars of the Company & its registered office. (by every company incorporated on or before the 31.12.2017.) Due date extended- Link : http://www.mca.gov.in/Ministry/pdf/Companies RegistrationOfficesFeesRule_25042019.pdf	Active Form INC -22A
		*DIN KYC through DIR 3 KYC Form is an Annual Exercise.
		Last date for filing DIR-3 KYC for Financial year 2018-19 has been extended till 14th November 2019
Companies Act, 2013	14.10.2019 *(can be filed* *after due date* *with a penalty of Rs. 5000/-)*	http://www.mca.gov.in/Ministry/pdf/Co mpanies5thAmendtRules_30092019.pdf and http://www.mca.gov.in/Ministry/pdf/Co mpanies4thAmendtRules_30092019.pdf	E-Form DIR – 3 KYC (Web Based and E-form)
		Annual Exercise:
		http://www.mca.gov.in/Ministry/pdf/DIR3KY CcompleteMessage_13042019.pdf
		Penalty after due date is Rs. 5000/- (one time)
		Reconciliation of Share Capital Audit Report (Half-yearly)
Companies Act, 2013	within 60 days from the date of deployment of this form on the website of the Ministry.	Pursuant to sub-rule Rule 9A (8) of Companies (Prospectus and Allotment of Securities) Rules, 2014 To be filed all unlisted companies, deemed public companies Till further clarification to be filled in GNL-2 Applicable w.e.f. 30.09.2019 http://www.mca.gov.in/Ministry/pdf/Rules_2 3052019.pdf	E-Form PAS – 6 (E-Form, Not yet deployed)
		Extension Notification:
		http://www.mca.gov.in/Ministry/pdf/FormPA S6_28112019.pdf

Companies Act, 2013	30.11.2019	IEPF Authority (Accounting, Audit, Transfer and Refund) Second Amendment Rules, 2019	Form IEPF-2
		Statement of unclaimed and unpaid amounts
Companies Act, 2013	On or before 31.12.2019	Statement of Amounts credited to Investor Education and Protection Fund Pursuant to Rule 5(4A)	IEPF Form – 1A
Companies Act, 2013	90 days from the date of deployment of this form on the website of (NFRA).	Annual Return To Be Filed By Auditor With The National Financial Reporting Authority http://www.mca.gov.in/Ministry/pdf /NFRA_27112019.pdf	NFRA-2

Due dates of ROC Return Filings :

Sl. No.	Particulars	Due Date	E- Form
1	Appointment of Auditor	Within 15 days from the conclusion of AGM *(ratification at every annual general* *meeting is not mandatory)*	ADT-1
2	Filing of financial statement and other documents with the ROC	On or before 30.11.2019 (due date extended) With in 30 days from the conclusion of the AGM, other than OPC (In case of OPC within 180 days from the close of the financial year)	AOC-4*
3	Filing of annual return by a company.	On or before 31.12.2019 (due date extended) With in 60 days from the conclusion of AGM	MGT-7*

4	Filing of Cost Audit Report with the Central Government	*On or before 29.O2.2O2O. (due date extended) With in 30 days from the receipt of Cost Audit Report	CRA-4*
5	Filing of Resolutions and agreements to the Registrar	With in 30 days from the date of Board Meeting.	MGT-14

*Relaxation of additional fees and extension of last date in filing of forms MGT-7 (Annual Return) and AOC-4 (Financial Statement) under the Companies Act, 2013- UT of J&K and UT of Ladakh –

extension of time for filing of financial statements for the financial year ended 31.03.2019. Therefore, it has been decided to extend the due date for filing of e-forms AOC-4, AOC-4 (CFS) AOC-4 XBRL and e-form MGT-7 upto 31.01.2020, for companies having jurisdiction in the UT of J&K and UT of Ladakh without levy of additional fee.’

*Relaxation of additional fees and extension of last date of filing of CRA-4 (cost audit report for FY 2018-19 under the Companies Act, 2O13

http://www.mca.gov.in/Ministry/pdf/Circular17_30122019.pdf

Due dates of LLP Return Filing :

LLP Form 8 (Statement of Account & Solvency) on or before 30.10.2019
The charge details i.e. creation, modification or satisfaction of charge, can be filed through Appendix to e-Form 8 (Interim)
Form LLP -8 can be filed after due date i.e. 30.10.2019 with a penalty of Rs. 100/- per day till the filing is completed.

Investor Education and Protection Fund :

MINISTRY OF CORPORATE AFFAIRS on 14.08.2019 has came up with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Second Amendment Rules, 2019.

Applicability :

The provisions of these rules, Other than rule 6 (i), 6 (iv), 6 (v), 6(vi), 6(vii) and 6 (viii), shall come into force with effect from the 20th day of August, 2019.
The provisions of rule 6 (i), 6 (iv), 6 (v), 6(vi), 6(vii) and 6 (viii), shall come into force with effect from the 20th day of September, 2019.

Following E-forms revised after these rules :

Sl. No.	Form No.	Particulars of the form	Updated on
1.	IEPF Form -1	Statement of amounts credited to Investor Education and Protection Fund	20.08.2019
2	IEPF Form – 1A	Statement of Amounts credited to Investor Education and Protection Fund Pursuant to Rule 5(4A)	20.08.2019
3	IEPF Form – 2	Statement of unclaimed and unpaid amounts	20.08.2019
4	IEPF Form – 4	Statement of shares transferred to the Investor Education and Protection Fund	20.08.2019

Source : http://www.mca.gov.in/Ministry/pdf/IEPFRules_19082019.pdf

2. As part of the revised Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Second Amendment Rules, 2019 dated 14th August 2019, Form IEPF-5 is introduced as a web form instead of the existing e- Form w.e.f 20th September 2019.

Form IEPF -5: Application to the Authority for claiming unpaid amounts and shares out of Investor Education and Protection Fund (IEPF)

3. Web form IEPF-5 Pending E- verification report as on 25-Dec-2019 http://www.iepf.gov.in/IEPF/pdf/IEPF5WEBFORM_26122019.xls

4. General Circular 17(Relaxation of additional fee on filling of e-verification report)

http://www.iepf.gov.in/IEPF/pdf/circularNo17_12122019.pdf

KINDLY NOTE THAT :

Relaxation of additional fees and extension of last date of filing of form IEPF – 1A and Form IEPF -2 : Ministry has decided to relax the additional fee payable by Companies on filing of Form IEPF-1A upto 31.12.2019 and Form IEPF -2 (for the purpose of filing statement of unclaimed and unpaid amounts) upto 30.11.2019.Source: http://www.iepf.gov.in/IEPF/pdf/GeneralCircular1_25102019.pdf

The Institute of Company Secretaries of India (ICSI) Updates :

ICSI has extended the last date for generation of eCSIN from 31st December, 2019 to 15th January, 2020.https://www.icsi.edu/media/webmodules/Extension_of_ECSIN.pdf

1. ICSI (Employee Company Secretaries Identification Number (eCSIN) Guidelines), 2019

https://ecsin.icsi.edu/PDF/eCSIN-Guidlines.pdf

2. FAQ’s on eCSIN

https://ecsin.icsi.edu/PDF/UserManual_eCSIN_FAQ.pdf

This article is updated till 31st December, 2019 with all Laws / Regulations and their respective amendments.

AUTHOR : CS LALIT RAJPUT (CLICK HERE TO VIEW PROFILE)

COMPLIANCE MONITORING SYSTEM BY MCA (MCA-CMS PORTAL)

MCA-21 is one of the first e-governance initiative from Government of India implemented way back 2006. MCA 21 has gone through various overhauling process during last 13 years.

In may 2019, Government of India has announced that the Ministry of Corporate affairs is planning to implement a Version 3 for ease of doing process.

“The Version 3 will ease process of filing details as single source of truth will ensure that common information will automatically get updated over various forms. Second, the entire e-adjudication process will go online. This will ensure that nobody is required to go to a RoC. Everything will be on the front-end where entire e-adjudication and then online compliance monitoring would be done. So if anyone is not complying with the law, e-notice will automatically get generated and reach him.”

MCA-CMS PORTAL :

MCA-CMS is an online Compliance Monitoring System (MCA-CMS Portal) implemented by the Ministry of Corporate Affairs for issuing show cause notices and submitting replies from companies / directors for non-compliances under the provisions of Companies Act, 2013.

SHOW CAUSE NOTICE FROM MCA-CMS PORTAL :

MCA-CMS Portal started sending show cause notices for certain violations by email to the Company /Director /Company Secretary.

The Show cause notice will carry a CMS Reference Number such as : F.No. D/RCXXX/XXX/2019/XX/YY-YY.

The notice will carry details of non-compliance under which section the notice is issued for and the timelines for submitting the reply.

The Company is required to serve a copy of the said notice to the directors/KMPs and the notice will be treated as deemed to have been served upon every officers in default of the company in terms of the Companies Act, 2013.

The recipient of show cause notice has to submit reply at the portal referring the CMS Reference Number within 15 days from the date the notice. If no reply is filed by the Company / Director, it will be presumed that the company has nothing to say in the matter and the Registrar of Companies shall initiate penal action for violation of sections referred in the show cause notice.

HOW TO FILE REPLY TO MCA-CMS SHOW CAUSE NOTICE ?

Logon to the Portal at MCA-CMS Portal and press link Reply for Show Cause Notice.
You have to input CMS reference Number in the required column.
An OTP will be sent to the email where the notice is served. Enter the OTP and proceed.
You will be re-directed to a page where you have to add a reply in not more than 500 words. If the reply is more than 500 words, it is advisable to print the same on Company letter head and authenticated by a Director / Company Secretary and attach the same to the portal as a separate file.
Also, you can attach the relevant supporting documents as separate files to the portal and submit the reply to MCA-CMS Show Cause Notice.

HOW TO ACTIVE DIN OF DISQUALIFIED DIRECTORS

In the year 2017, Ministry of Corporate Affairs by taking the ambit of Section 248 which talks about ‘Power of Registrar to remove name of company from register of companies’ struck off more than 2 lakh companies which were not filing its returns for the last many years and the Government was of the view that such companies were not carrying on their business for more than 2 years. And Marked the Directors of such companies as “DISQUALIFIED DIRECTORS”

However, those companies were given a chance by the ROC to reply to the notices issued to them before striking them off. Since no reply was given, the companies ultimately were struck off by the concerned ROCs.

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Also, thereafter, Ministry of Corporate Affairs marked a large no. of directors as “DISQUALIFIED” by taking the ambit of Section 164(2)(a) of the Companies Act, 2013 which states that

(2) No person who is or has been a director of a company which

(a) has not filed financial statements or annual returns for any continuous period of three financial years; or

shall be eligible to be re-appointed as a director of 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.

Following above provisions, all the directors of the companies which have not filed their returns for the last 3 Financial Years were declared Disqualified by the Ministry. The list of all such director is available at the MCA Site at following link :

CLICK HERE TO OPEN LIST OF DISQUALIFIED DIRECTORS

The main reason behind issuing Disqualified Director List was also that the Government was of the view that there are a large no. of SHELL Companies which are converting their black money into white whereas they were not complying any law and were not filing their returns. Hence, all the directors of such shell companies were declared Disqualified.

Now, there were three types of companies in which there were DISQUALIFIED DIRECTORS after the clean up mission of the Government.

Defaulting Companies : Having Active Status but Directors Disqualified because of Non Filing of their return.
Genuine Active Companies having genuine business but having disqualified status : Since the directors of these active companies were also directors of any other struck off or disqualified companies.
Strike Off Companies : The directors of which ultimately got disqualified on getting struck off.

For the First two classes of companies, Government launched the CODS Scheme 2018 whereby such companies were given one time option to file their annual return and balance sheets with ROC and get the status of their Directors APPROVED FROM DISQUALIFIED.

But the problem still persist for the directors who were declared Disqualified on account of STRUCK OFF Companies. Then such Directors moved to the HIGH COURT requesting the court to put STAY on their DISQUALIFICATION since they were facing difficulty in carrying business in their genuine companies.

On the request of Disqualified Directors and the genuine companies, High Court in many cases, pronounced judgements for INTERIM STAY on Disqualification of Directors. However, in no case any order has been passed by the Court for removal of Disqualification since the disqualification can only be removed after the completion of 5 years from the date when the director was disqualified, by complying with provisions of the Act.

Conclusion :

So, if any director of any struck off Company want to get interim stay on disqualification can file a writ petition in Hon’ble High Court. However, it is suggested by the author that it is better to get such directors removed from the companies till the completion of their Disqualification Period. Since, Section 167(1)(a) is clear that the office of Director shall stands vacant in case, he incurs any disqualification specified in Section 164.

Source : CaClubIndia

Tag: MCA