Taxpoint

Saturday, October 12, 2019

All About MGT-7 : Purpose, Format, Due Date as per companies act 2013

All About MGT-7 : Purpose, Format, Due Date as per companies act 2013

MGT-7 is filed Pursuant to Section 92(1) of the Companies Act, 2013 and rule 11(1) of the Companies (Management and Administration) Rules, 2014. It is a E Form filed with ROC through Electronic mode.

Lets Discuss Purpose, Format, Due Date of MGT-7 as per companies act 2013

Who is required to file this Form?

Every Company, public or private is required to file this form. This form is filed every year and also know as Annual return of the company.

What is due date of filing Annual return or MGT-7 for a company?

Due date of filing Annual Reutn or MGT-7 for a company is 60 days from the date of Annual General Meeting of the company.

For Example if AGM of the Company has been held on 28th September 2019, Due date of MGT-7 would be 27th November 2019.

Also As per Company Law, Companies have to do there AGM on 30th Day of September , therefore due date of filing MGT-7 is 29th November.

What if I don’t File Form MGT-7 for my comapny?

The penalty for not filing Form MGT-7 is Rs. 100 (Rupees Hundred) per day of default.

Also Director of a Defaulting Company can become disqualified, if this form is not filed for 3 consecutive years.

Thus timely filing of this form should be ensured.

All About MGT-7 : Purpose, Format, Due Date as per companies act 2013

What are the Details required for filing Annual Return?

Details required for filing Annual Return are:

a) its registered office, principal business activities, particulars of its holding, subsidiary and associate companies;

b) its shares, debentures and other securities and shareholding pattern;

c) its indebtedness;

d) its members and debenture-holders along with changes therein since the close of the previous financial year

e) its promoters, directors, key managerial personnel along with changes therein since the close of the previous financial year;

f) meetings of members or a class thereof, Board and its various committees along with attendance details;

g) remuneration of directors and key managerial personnel;

h) penalty or punishment imposed on the company, its directors or officers and details of compounding of offences and appeals made against such penalty or punishment;

i) matters relating to certification of compliances, disclosures as may be prescribed;

j) Shareholding pattern of the company; and such other matters as required in the form.

What are the Attachment required to file the Form?

• List of shareholders, debenture holders shall be mandatory in case of company having share capital

• Approval letter for extension of AGM if applicable

• Copy of MGT-8 if applicable : The annual return, filed by a listed company or a company having paid-up share capital of ten crore rupees or more or turnover of fifty crore rupees or more, shall be certified by a Company Secretary in Form No. MGT-8.

• Optional Attachment(s), if any For Example Separate sheet for information of share transfer along with details of transfer should be attached.

Form Where Can I download Form MGT-7?

Link for downloading Form MGT-7 is Given below:

Link

Do we need CS Certification while filing Annual Return?

The annual return, filed by a listed company or a company having paid-up share capital of ten crore rupees or more or turnover of fifty crore rupees or more, shall be certified by a Company Secretary in practice.

Tags : What is due date of filing Annual return, Due Date of MGT-7, penalty for not filing Form MGT-7, CS Certification while filing Annual Return, download Form MGT-7

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Friday, October 11, 2019

Filing of Form INC-22A : Forms to be made available for ACTIVE-non-compliant Company

Filing of Form INC-22A : Forms to be made available for ACTIVE-non-compliant Company

THE INSTITUTE OF Company Secretaries of India
IN PURSUIT OF PROFESSIONAL EXCELLENCE
Statutory body under an Act of Parliament

October 09, 2019

MCA/PD: 2019

Shri Injeti Srinivas,
IAS Secretary
Ministry of Corporate Affairs
Government of India
Shastri Bhawan
Dr. Rajendra Prasad Road
New Delhi – 110001

Sub : Filing of Form INC-22A -Reg.

Sir,

As you are kindly aware that in terms of the provisions of Rule 25A of the Companies (Incorporation) Rules, 2014, every company incorporated on or before 31st December, 2017 was required to file the particulars of the company and its registered office, in e-Form INC-22A on or before June 15, 2019.

The Rule further provides that in case of failure to file e-form INC -22A, the company will be marked as ‘ACTIVE non-compliant’ in the master data of MCA. It also provides that the following event based information or changes shall not be accepted by the Registrar of Companies from’ ACTIVE- non-complaint’ companies, unless ‘e-Form INC-22A’ is filed:

(i) SH-7 (Change in Authorized Capital)
(ii) PAS-3 (Change in Paid-up Capital)
(iii) DIR-12 (Changes in Director except cessation)
(iv) INC-22 (Change in Registered Office)
(v) INC-28 (Amalgamation, de-merger)

In this regard, we wish to request that the following forms may be considered for exclusion from the above list and be allowed to be recorded by the Registrar of Companies even in case of ‘ACTIVE non-complaint’ companies :

(i) DIR-12 (Changes in Director except cessation)
(ii) INC-22 (Change in Registered Office)
(iii) INC-28 (Amalgamation, de-merger)

Justification

Form DIR-12 : For filing of Form INC-22A, it is mandatory to fill the details of KMP (Managing Director or Chief Executive Officer (CEO) or Manager or Whole-time Director and Company Secretary). In case all the directors of any company have resigned or any one of the two directors is disqualified, the’ ACTIVE- non-complaint’ company is not allowed to file Form DIR-12 on appointment of Directors / KMP. As a result, the company’would never be able to file INC-22A.

Form INC-22 : For filing of Form INC-22A, it is mandatory to fill the details of latest address of registered office along with longitude and latitude, However, the ‘ACTIVE- non complaint’ company, upon shifting its registered office, cannot file form INC-22 to intimate the change of situation of registered office. As a result, the company would never be able to file INC-22A.

Form INC-28 : Amalgamations and De-mergers affect the status of companies and hence must be brought to the knowledge of Registrar of Companies on time. However, the ‘ACTIVE- non-compliant’ companies cannot file such forms.

Therefore, keeping in view the significance of timely filing of the aforesaid forms, we request your good self to consider exclusion of these forms from the aforesaid list of forms for the ‘ACTIVE-non-compliant’ companies.

We shall be pleased to provide any further information or clarification in this regard on hearing from your good self.

Thanking you,

Yours faithfully,

(CA Ashok Kumar Dixit)
Officiating Secretary
The Institute of Company Secretaries of India

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GST Features of Making Payment on Voluntary Basis (Form GST DRC-03)

GST Features of Making Payment on Voluntary Basis (Form GST DRC-03)

1.) Making Voluntary Payment on GST Portal: A facility is given to taxpayers to make payment on voluntary basis, through Form GST DRC-03 (refer Rule 142(2) or 142(3) of the CGST Rules, 2017). Login into GST Portal and navigate to Services > User Services > My Applications and Select the Intimation of Voluntary Payment – DRC – 03, from the Application Type drop-down list.

2.) When to make Payment Voluntary Payment: Payment can be voluntarily made by taxpayer for a self-ascertained liability or in response to the show cause notice (SCN) raised by the tax authorities, u/s 73 or 74 of the CGST Act, 2017, within 30 days of issuance of SCN or even before issuance of the SCN.

3.) Partial Payment not allowed: GST Portal does not allow for making partial payments of the amount stated in the SCN.

4.) Cause of Payment: Payments through Form GST DRC-03 can be made for any causes like Audit, Investigation, Voluntary Payment, SCN, Annual Return, Reconciliation Statement or Others.

5.) Saving Draft DRC 03 Application: Draft of Application for intimation of voluntary payment can be saved for a maximum period of 15 days. If the same is not filed within 15 days, the saved draft will be purged. To view the saved application, navigate to Services > User Services > My Saved Applications option.

6.) Using Payment Reference Number: If payment has been made and payment reference number (PRN) has been generated, but application in Form GST DRC-03 has not been filed, then in such cases, application available in ‘My Saved Applications’ need to be selected and using PRN already generated, it may be filed. However, if a period of fifteen days has elapsed, then, details in Form need to be filled up again. PRN generated already can be used for filing the application.

7.) Filing Form GST DRC 03: Taxpayers are required to file Form GST DRC-03 using DSC or EVC, as the case may be, after making payment. The status will change to “Pending for approval by Tax officer”. However, it may be noted that, no approval of tax officer is needed on earlier application, while making another voluntary payment using FORM GST DRC 03.

8.) Acknowledgment by Tax Official: Upon filing of Form GST DRC-03, the tax officer will issue an Acknowledgement in Form GST DRC-04(Acknowledgement of Acceptance of voluntary payment). There is no bar on making another payment on voluntary basis by a taxpayer, pending issuance of acknowledgement by the tax officer.

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GST E-Invoice System concept note, Standard, Schema and Template

GST E-Invoice System concept note, Standard, Schema and Template

The GST Council has approved introduction of ‘E-invoicing’ or ‘electronic invoicing’ in a phased manner for reporting of business to business (B2B) invoices to GST System, starting from 1st January 2020 on voluntary basis. Since there was no standard for e-invoice existing in the country, standard for the same has been finalized after consultation with trade/industry bodies as well as ICAI after keeping the draft in public place. Having a standard is a must to ensure complete inter-operability of e-invoices across the entire GST eco-system so that e-invoices generated by one software can be read by any other software, thereby eliminating the need of fresh data entry – which is a norm and standard expectation today. The machine readability and uniform interpretation is the key objective. This is also important for reporting the details to GST System as part of Return. Apart from the GST System, adoption of a standard will also ensure that an e-invoice shared by a seller with his buyer or bank or agent or any other player in the whole business eco-system can be read by machines and obviate and hence eliminate data entry errors.

The GST Council approved the standard of e-invoice in its 37th meeting held on 20th Sept 2019 and the same along with schema has been published on GST portal. Standards are generally abstruse and thus an explanation document is required to present the same in common man’s language. Also, there are lot of myth or misconception about e-Invoice. The present document is an attempt to explain the concept of e-invoice, how it operates and basics of standards. It also contains FAQs which answer the questions raised by people who responded to the draft e-invoice standard used for public consultation. It is expected that the document will also be useful for the taxpayers, tax consultants and the software companies to adopt the designed standard.

For details on ‘E-Invoicing’ or ‘electronic invoicing’, please Click Here

For downloading schema & template of ‘E-Invoicing’, please click here

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New Provisions relating to Real Estate Sector under GST

New Provisions relating to Real Estate Sector under GST

Recently certain amendments have been made under section 9(4) of the CGST Act, 2017 which deals which reverse charge mechanism in case of inward supplies from unregistered persons. The following new points in this regard have been inserted which relates to the real estate sector, whereby the promoter i.e. the builder/ developer is required to pay tax under the reverse charge mechanism :-

Where the value of input and input service purchased by a promoter (builder/developer) is less than 80% of the total value of input and input services, then the promoter is liable to pay GST under the reverse charge mechanism for the purchases made from the unregistered person.

In case of purchase of cement from an unregistered person by a promoter (builder/developer), reverse charge will be attracted, (irrespective of the percentage of purchases as mentioned in the above case). Hence, promoter will be liable to pay GST under the reverse charge mechanism.

Important points to be noted :-

1. The promoter has to pay GST under section 9(4) of the CGST act, 2017 at the rate of 18% on all such inward supplies, to the extent short of 80% of the inward supplies from the registered supplier.

2. Where cement is received from an unregistered person, the promoter shall pay tax on supply of such cement under section 9(4) of the CGST Act, 2017 at the applicable rate i.e. 28%.

3. GST on capital goods shall be paid by the promoter on reverse charge basis, under section 9(4) of the CGST Act, 2017 at the applicable rate.

4. Earlier, the effective rate of GST on real estate sector was 8% or 12% with ITC. Now, the effective rate of GST has been brought down to a great extent. However, the promoters/ builders have been given a one-time option to continue to pay tax at the old rates on on-going projects (buildings where construction and actual booking both have started before 01.04.2019) which have not been completed by 31.03.2019.

5. Now, the effective rates of GST for the new projects by promoters are as follows:-

(i) New rate of 1% without ITC on construction of affordable houses (area 60 sqm in metros/90 sqm in non-metros and value upto ₹45 lakhs).

(ii) New rate of 5% without ITC shall be applicable on construction of:-

(a) All houses other than affordable houses, and

(b) Commercial apartments such as shops, offices, etc. in a residential real estate project in which the carpet area of commercial apartments is not more than 15% of the total carpet area of all the apartments.

6. The above tax rates shall be available subject to the following conditions:-

(i) ITC shall not be available.

(ii) 80% of the inputs and input services [other than services by way of grant of development rights, long term lease of land (against upfront payment in the form of premium, salami, development charges, etc.) Or FSI (including additional FSI), electricity, high speed diesel, motor spirit, natural gas], used in supply of service shall be purchased from a registered person.

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Foreign Company Compliance : An Overview

Foreign Company Compliance : An Overview

Definition of Foreign Company :

1. 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

TABLE : Provisions under Companies Act 2013

2. 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 :
(MINISTRY OF CORPORATE AFFAIRS / REGISTRAR OF COMPANIES)

1. eForm 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 alongwith 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. eForm FC-2 (Return of alteration in the documents filed for registration by foreign company)

Law(s) and Regulations :
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 eform FC-2 within 30 days of the alterations made.
This eForm 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. eForm 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 eForm 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. eForm 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).

Thanks and Regards

You May Also Refer : Corporate Compliance Calendar For the month of October 2019

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