New functionalities were made available on GST portal- TEAM FINLEGALFORTE

Divyanshu Sahni & Associates

COMPANY SECRETARIES

Office: -512B, 5th Floor, Kirti Shikhar Building, District Centre, Janak Puri, New Delhi -110058

Email: info@finlegalforte.com    Mob; +91-9871027426

TEAM FINLEGALFORTE
TEAM FINLEGALFORTE

    Website: www.finlegalforte.com, www.csdivyanshusahni.com

Dear Taxpayer,New Year Greetings from Team FINLEGALFORTE.

Recently, following new functionalities were made available on GST portal for you:

 A)     Registration: Form for application of cancellation of registration by (new) taxpayer, is now available on GST portal (see rule 20 of the CGST rules, 2017).

 B)      Returns:  

a)      Taxpayers has been provided facility to give details of supplies made to merchant exporters at rate of 0.1 %, in all returns.

b)      Taxpayer has now been provided with Table 9 of Form GSTR 1, to give amendment details of invoices/ credit or debit notes etc. of previous period.

c)       Form GSTR-1 filing date has been changed to 10th Jan 2018, for the months of  July to November, 2017, ( for such class of registered persons having aggregate turnover of more than 1.5 crore rupees in the preceding financial year or the current financial year), as per Notification No. 72/2017 Central Tax  dated 29th December, 2017.

d)      Tax payers have been given option for quarterly filing of Return. If a taxpayer opts to file quarterly returns, if their annual turnover is less than Rs 1.5 Cr (on basis of their turnover in previous financial year or this financial year expectation), then in these cases GSTR 1 of August, 2017 is disabled and he can file details for August and September, 2017 in GSTR 1 of September, 2017 and so on. Pl note that no changes can be made in GSTR 1 return of July, 2017. Pl also note that option once exercised cannot be changed in the current financial year.

e)      GSTR3B Nil Return Filing: So far there was no provision to file NIL Form GSTR 3B Return. All taxpayers were shown all tiles along with Payment tile. But in new implementation, in case a taxpayer selects option to file Nil GSTR 3B return, they can straightaway file NIL Return.

f)       GSTR 3B Return filing based on Questionnaire was implemented in GST Portal. On logging in and selecting Form GSTR-3B tile in Return dashboard, system now displays a questionnaire to the taxpayer, for selecting the tiles which will be displayed later to taxpayers, for filing of GSTR 3B Return.

g)      GSTR 4 and Composition Return Dashboard: Composition tax payers have to file quarterly return and Normal tax payers have to file monthly returns in GST Regime. For the taxpayers who have opted in to composition scheme and taxpayers who have opted out from the composition scheme as normal tax payer, provision to file both monthly/quarterly returns (in the interim period), has been enabled on the GST Portal.

h)      TRACK RETURN STATUS: Track Return Status is now available post login to taxpayers on the GST Portal, to track the status of submitted/filed return.

i)         Form GSTR 5Creation and submission of Form GSTR 5 by Non-resident taxable person is now available on GST Portal, for giving details of ITC taken, amendments, supplies made etc by them.

j)        Form GSTR 5A Creation and submission of Form GSTR 5A by OIDAR (Online Data Access or Retrieval Services) is now available on GST Portal, for giving details of supplies made by them to non-taxable person in India.

k)      Table 6A of Form GSTR 1 workaround has been disabled at GST portal due to the fact that the Form GSTR 1 for further period can now be filed by the taxpayers.  The taxpayers are required to fill the details of tax paid on exports made by them in Table 6A at the time of filing GSTR 1 for the relevant tax period.  In case the tax payer has already submitted Table 6A of Form GSTR 1 for the relevant tax period before filing GSTR 1 for the relevant tax period, he is not required to fill information in Table 6A at the time of filing GSTR 1 for the same tax period as these details will be auto populated in the relevant tab in the for GSTR 1. The previously filed Table 6A of Form GSTR 1 may be viewed by ARN Search.

l)         As the last date for filing Form GST-TRAN 1 is over on 27/12/2017 therefore, Form GST-TRAN 01 has been disabled at GST portal.

m)    Issues coming to taxpayers while filling up of amendment tables in offline utility of Form GSTR 1 has been fixed.

C)      Refunds: Taxpayers has been provided with the facility on GST Portal to claim refund of

a)      Exports of services with payment of Tax

b)      ITC accumulated due to inverted tax structure [under clause (ii) of first provision to section 54(3)]

c)       On account of supplies made to SEZ unit/ SEZ Developer (with payment of tax)

d)      On account of supplies made to SEZ unit/ SEZ developer (without payment of tax)

e)      Recipient of deemed exports

f)       Pre-login tracking of refund status with ARN  (https://refund.gst.gov.in/refunds/pre/trackarnstatus )

D)     Offline Tool for Form GST TRAN 2:  An offline tool to fill and upload data for TRAN 2 is now available to taxpayers on the GST portal. (https://www.gst.gov.in/download/trans2). TRAN 2 is statement for unregistered person under existing law, now registered in GST, to avail credit on goods held in stock on the appointed day, in respect of which they are not in possession of any document evidencing payment of duty. (Refer Rule 117(4) of CGST rules). 

REVISED GST RETURNS FILING DATE FOR REGULAR AND COMPOSITION SCHEME HOLDERS

Recommendations made by the GST Council in the 23rd meeting at Guwahati on 10th November, 2017

TEAM FINLEGALFORTE
TEAM FINLEGALFORTE

       EFFECTIVE FROM 15/NOVEMBER/2017

  1. FILING OF RETURNS (PERIOD FOR REGULAR TAX PAYERS)
S.NO RETURNS APPLICABILITY LAST DATE FOR FILING
1 GSTR-3B Regular Dealer 20th of the succeeding month till March, 2018.
2 GSTR-1 Taxpayers with annual aggregate turnover more than Rs. 1.5 crore  

Period                Dates

Jul- Oct      31st Dec 2017

 

Nov           10th Jan 2018

Dec           10th Feb 2018

Jan           10th Mar 2018

Feb           10th Apr 2018

Mar           10th May 2018

 

3 GSTR-1 Taxpayers with annual aggregate turnover up to Rs. 1.5 crore
Period Dates
Jul- Sep 31st Dec 2017
Oct- Dec 15th Feb 2018
Jan- Mar 30th April 2018
4 GSTR-2 Regular Scheme NO DATES IS ANNOUNCED
5 GSTR-3 Regular Scheme NO DATES IS ANNOUNCED

 

LATE FEES WAIVED FOR:

  1. FORM GSTR-3B within due date for the months of July, August and September, 2017.Late fee was waived in all such cases. It has been decided that where such late fee was paid, it will be re-credited to their Electronic Cash Ledger under “Tax” head instead of “Fee” head so as to enable them to use that amount for discharge of their future tax liabilities. The software changes for this would be made and thereafter this decision will be implemented.

 

PENALTY REDUCED FOR LATE FILING OF RETURNS  (FROM THE MONTH OF OCTOBER)

S.NO OLD PROVISION NEW PROVISION
1.      200/- per day (Rs. 100/- per day each under CGST & SGST Acts).  20/- per day (Rs. 10/- per day each under CGST & SGST Acts)

  1. FILING OF RETURNS (PERIOD FOR COMPOSITION SCHEME DEALER, ISD AND CASUAL TAXABLE PERSONS

 

S. No. FORM and Details Original due date Revised due date
1 GST ITC-04 for the quarter

July-September, 2017

25.10.2017 31.12.2017
2 GSTR-4    for    the    quarter July-September, 2017 18.10.2017 24.12.2017
3 GSTR-5 for July, 2017 20.08.2017 or 7 days from the

last     date     of     registration whichever is earlier

11.12.2017
4 GSTR-5A for July, 2017 20.08.2017 15.12.2017
5 GSTR-6 for July, 2017 13.08.2017 31.12.2017
 

6

 

TRAN-1

 

30.09.2017

31.12.2017        (One-

time option of revision also to be given till this date)


Further benefits for service providers  🙂 

  1. Exports of services to Nepal and Bhutan have already been exempted from It has now been decided that such exporters will also be eligible for claiming Input Tax Credit In respect of goods or service used for effecting such exempt supply of services to Nepal and Bhutan.

EXEMPTION LIMIT FOR REGISTER UNDER GST FOR SERVICE PROVIDER THROUGH E-COMMERCE PORTAL

In an earlier meeting of the GST Council, it was decided to exempt those service providers whose annual aggregate turnover is less than Rs. 20 lakhs (Rs. 10 lakhs in special category states except J &K) from obtaining registration even if they are making inter-State taxable supplies of services.

As a further measure towards taxpayer facilitation, it has been decided to exempt such suppliers providing services through an e-commerce platform from obtaining compulsory registration provided their aggregate turnover does not exceed twenty lakh rupees. As a result, all service providers, whether supplying intra-State, inter-State or through e-commerce operator, will be exempt from obtaining GST registration, provided their aggregate turnover does not exceed Rs. 20 lakhs (Rs. 10 lakhs in special category States except J & K).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change of name of Company under Companies Act 2013- BY CS INDERPAL SINGH- Company Secretary Trainee at NDTV NEWS

 

IMG-20170922-WA0015The name of the company is the building block for its existence and to maintain its separate legal entity. The first clause of the Memorandum of Association of the company states the name of the company from which it is known in the Public domain.

In the global business environment, restructuring and arrangements are very crucial to muddle through the changing business needs. In fact, businesses should embrace change. Change is important for any organization because, without change, businesses would likely lose their competitive edge and fail to meet the needs of what most hope to be a growing base of loyal customers.

This change calls for changing in the activities and also changing the name of its business. The can be changed with the approval of members in general meeting. According to Section 13 of the Companies Act 2013, the name of the company can be changed by alteration of Memorandum by approval of members through special resolution in general meeting and with the approval of Central Government.

 

Background and Analysis

 

Section 13 of the Companies Act 2013 and Rule 8,9 and 29 of the Companies (Incorporation) Rules, 2014 specifically contains the provisions relating to change of name of company

 

According to Section 13(1) and 13(2), the company can change the name of the company by altering the memorandum by passing special resolution in the general meeting. Also change of name shall not have effect unless the approval of Central Government is taken. Approval of Central Government is not required when name of the company is changed consequent to conversion of Public co. into Private Co. or vice versa i.e addition of the word Private at the end or deletion of that.

 

The process of change shall be completed only when the Registrar enter the new name in the Registrar of Companies and issue a fresh certificate of incorporation consequent to change of name having  a date from which the new name shall come into effect.

 

Key deliberations

 

  • Company has not defaulted in filing of Annual Returns or Financial Statement or any other document due for filing with the Registrar. [Rule 29(1) of Companies (Incorporation) Rules, 2014]

 

  • Company has not defaulted in repayment of matured deposits or debentures or interest on deposits or debentures. [Rule 29(1) of Companies (Incorporation) Rules, 2014]

 

  • If any Company has changed its activities which are not reflected in its name, it shall change its name in line with its activities within a period of six months from the change of activities. [Rule 8(3) of Companies (Incorporation) Rules, 2014]

 

  • The names released on change of name by any Company shall remain in data base and shall not be allowed to be taken by any other Company including its group company for a period of three years from date of Change subject to specific direction from Tribunal in course of merger or reconstruction or demerger. [Rule 8(8) of Companies (Incorporation) Rules, 2014]

 

  • Power of Central Government u/s 13(2) has been delegated to Registrar of Companies

 

Procedure for change of name

 

  • Issue notice for convening of Meeting of Board of Directors in accordance with section 173(3) of Companies Act 2013 and consider the justification for changing the name  of the  Company and  the Board shall give its in-priciple approval for initiating the process of changing the name of the company

 

Also, the in-principle approval to be taken by means of resolution passed by board can be taken by passing resolution by circulation in accordance with section 175 of Companies Act, 2013 and Secretarial Standard -1 issued by Institute of Company Secretaries of India (ICSI);

 

  • In accordance with Section 4(4) of Companies Act 2013 and Rule 9 of the Companies (Incorporation) Rules, 2014, an application for the availability/reservation of the new name  has be made in eform no. INC-1 giving proper reasons for change of name along with a prescribed fee of Rs 1,000/- .

 

The Selection of Name of the company shall be in accordance with Rule 8 of  the Companies (Incorporation) Rules, 2014. Also, the new name reserved shall be valid for 60 days from the date of making an application for change of name;

 

  • After getting the name availability from the Registrar of Companies (ROC) , call another Board Meeting to discuss and pass following Resolutions:

 

  • Place the name approval letter issued by ROC before the Board of Directors;

 

  • Change the name of company and its consequent alteration in the name clause of the Memorandum of Association of the company in accordance with Section 13 of the Companies Act, 2013;

 

 

  • To Approve draft notice and explanatory statement and to fix day, date and time for convening extraordinary general meeting of the company and to authorize any Director or the Company Secretary to issue Notices and Explanatory statement to the shareholders of the company;

 

  • Call an Extraordinary General Meeting of the company by giving 21 days clear notice to the shareholders in accordance with Section 101 of the Companies Act 2013.

 

Also, the aforesaid meeting can be called on shorter notice if 95% of members entitled to vote consent for it in writing to the company;

 

  • Hold the EGM and pass Special Resolution for changing the name of company and its consequent alteration in the name clause of the Memorandum of Association of the company in accordance with Section 13 and 14 of the Companies Act, 2013;

 

  • File eForm No. MGT 14 within 30 days of passing of Special resolution with the concerned RoC along with following attachments:

 

  • Notice of EGM along with explanatory statement;

 

  • Minutes of EGM;

 

  • Altered Memorandum of Association & Articles of Association;

 

Certified True Copy of Special Resolution passed in the EGM;

 

  • Shorter Notice consents from all shareholders, if the EGM called on shorter notice;

 

  • File eForm No. INC – 24 within 30 days of passing of Special resolution for obtaining approval of Central Government (Power delegated to Registrar of Companies) for change of name of the Company.

 

Kindly note that this form is filed after form INC-1 and MGT-14 as this form compulsorily ask for SRN of form MGT-14

 

The following documents shall be filed as an attachment to the eForm No. INC – 24:

 

  • Notice of EGM along with explanatory statement;

 

  • Minutes of EGM;

 

  • Altered Memorandum of Association & Articles of Association;

 

  • Shorter Notice consents from all shareholders, if the EGM called on shorter notice

 

Also, it is advisable to attach challans of eform MGT-7 and eform AOC-4 as an optional attachment.

 

  • After all the necessary forms and papers are filed and reviewed by the RoC, the RoC may require certain clarifications by way of resubmission of eforms. These clarifications or enquiry need to be satisfied for obtaining approval of RoC;

 

  • Once all clarifications are provided, the New Certificate of Incorporation is issued by the RoC and the new name of the Company shall be deemed to be effective from the date of issue of certificate.

 

 

HOW AND WHEN TO PAY TAX FOR TRANSPORTATION OF GOODS UNDER GST REGIME by CS DIVYANSHU SAHNI

HOW AND WHEN TO PAY TAX FOR TRANSPORTATION OF GOODS UNDER GST REGIME

For Updates and articles through mail Subscribe our New Letter at www.finlegalforte.com

  • BY CS DIVYANSHU SAHN                                            
  • Divyanshu Sahni & Associates    
  • Company Secretaries
  • JanakPuri, New Delhi
  • IMAIL ID: INFO@finlegalforte.com

In India, Goods are transported by using three means of transportation: –

  1. By Air
  2. By Water
  3. By Road
  • Rail
  • GTA
  • Other modes

 

CASE 1. Transport of goods by Air (How Much tax rate)

S. No. Particulars Whether taxable or not under GST? Tax rate
1. Within India Yes 18%
2. From India to outside India Yes 18%
3. From outside India to India Exempt  Service Exempt Service

 

 

 

CASE 2. Transport of goods by Road(HOW MUCH TAX RATE)

S. No. Particulars Whether taxable or not under GST? Tax rate
1. By rail other than container. Taxable 5% with ITC on input service.
2. By rail in container Yes 12% with ITC on input service.
3. *By Goods Transport Agency Yes 5% with NO ITC.
4. Services of goods by courier agency Yes 18% with ITC credit.
5. Other than Rail, GTA and courier agency. Exempt Service Exempt Service

 

*What is Goods Transport Agency:- means any person who provides service in relation to transport of goods by road and issues consignment note, by whatever name called.

 

CASE 3: Reverse Charge in case of GTA:- 

Normally a service provider is required to pay taxes, but in case GTA provides the services to the following persons, recipient of services is required to pay GST under reverse charge:-

  1. any factory registered under or governed by the Factories Act,1948;
  2. any society registered under the Societies Registration Act, 1860 or under any other law for the time being in force in any part of India;
  3. any co-operative society established by or under any law;
  4. any person registered under CGST/SGST/UTGST Act;
  5. anybody corporate established by or under any law; or
  6. any partnership firm whether registered or not under any law including association of persons;
  7. casual taxable person.

 

CASE 4. Exceptions: – WHEN NO TAX IS APPLICABLE UNDER GST

Services by way of transportation by rail or  a vessel  from one  place  in India to another  of  the following  goods –

  • relief materials meant for victims of natural or man-made disasters, calamities, accidents or mishap;
  • defence or military  equipments;
  • newspaper or magazines registered with the Registrar of Newspapers;
  • railway equipments or materials;
  • agricultural produce;
  • milk, salt and food grain including flours, pulses and rice; and
  • organic manure.

 

CASE 5. IN CASE OF TRANSPORT BY GTA when no tax is applicable

Services provided by a goods transport agency, by way of transport in a goods carriage of,-

  • agricultural produce;

 

WHEN

 

  • goods, where gross amount
  • charged for the transportation of
  • goods on a consignment transported in a
  • single carriage does not exceed
  • one thousand five hundred rupees;
goods, where gross amount charged for    transportation of all such goods for a single consignee does not exceed rupees seven hundred
  • milk, salt and food grain including flour, pulses and rice;
  • organic manure;
  • newspaper or magazines registered with the Registrar of Newspapers;
  • relief materials meant for victims of natural or man-made disasters, calamities, accidents or mishap; or
  • defence or military equipment’s;

 

Composition Scheme Under GOODS AND SERVICES TAX FOR SMALL TRADERS

gst

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  • Article Written by CS DIVYANSHU SAHNI
  • Divyanshu Sahni & Associates
  • Company Secretaries
  1. WHICH SECTION COVER COMPOSITION SCHEME UNDER GST?

Section 10 of Central Good and Service Tax Act, 2017 introduced the concept of Composition Scheme. This facility can be availed by any supplier of goods as well as services. One major point to be understood about this scheme is that it is an option provided to registered taxpayers already registered under the Act, i.e. such registration is not a mandatory legal requirement, it is only a right/option given to taxpayer which they can avail if their aggregate turnover is less than 50lakh rupees.

  1. Why is it Introduced

GST was introduced to with an objective to eliminate complexities of indirect tax regime and it requires regular filings and proper maintenance of records in a strict manner. However the same can become a burden and additional task for small scale businessman. To facilitate such small-scale traders and businessman and to reduce the complication of procedural compliances, Composition Scheme is introduced. Taxpayers registered under this scheme will be taxed at nominal rates of 1% or 2.5%.

3. Eligibility Criteria for opt this scheme

For any taxpayer to opt for registration under this scheme, they must satisfy both of these eligibility criteria:

  • Must be a registered under the Act
  • Aggregate turnover must be less than 75 lakh rupees

NOTE: If more than one taxable person is registered on the same PAN No, then the compensation scheme can be availed by one only if all of such taxable person will avail to the same

4. Who is not Eligible

Other than the taxpayers not covered under the above-mentioned criteria, Sub-section (2) of section 10 of the Act specifies a list of registered taxpayers not eligible to opt for it, they are:

  • Suppliers of non-taxable goods
  • One engaged in making any inter-State outward supplies of goods
  • Supplier of services, other than restaurants (except which serve liquor)
  • Supplier of goods through E-commerce operator who collects tax at source under Section 51
  • Manufacturers such goods as notified by Government on the recommendations of the Council.

Other than these specified categories, another type of taxpayer who cannot opt for composition scheme are occasional traders i.e. ones who are not involved in regular business cannot avail this scheme’s benefits. Such occasional traders are a Casual Taxable person and Non-Resident Taxable Person.

4. Rate of Tax

The rate of tax prescribed for different categories of registered persons have been described below:

 

RATE OF TAX
RATE OF TAX

 

5.Compliances for such dealer ‘

A taxpayer who is opting composition scheme will be required to file one return on quarterly basis by 18th of following month.

  1. Such dealer cannot issue a tax invoice.
  2. A buyer from composition dealer will not be able to claim input tax on such goods, which leads to increase in cost of buyer from such dealer.

 

Benefits of Composition Scheme

Reduced Tax Liability: One of the major benefits under the scheme is the reduced tax rates, as the suppliers are only required to pay somewhere between 0.5to 2.5% of aggregate turnover. In general cases without registration taxpayers might have to pay as high as 28% depending upon their business.

Reduced Compliances: Along with reduced tax rates, another major benefit is reduced compliances. In general course of business, a normal taxable person is required to file a minimum of three tax returns monthly including a statement of outward and inward supplies. However, after registration, he will have to file only quarterly returns.

Increases Liquidity: As the scheme provides the lower tax rate benefits, it results in more funds left in the hands of the taxpayer which he can utilize into the furtherance of his business

 

Disadvantages/Limitation of Composition Scheme:

  • No Input Tax Credit: It does not provide for Input tax credit i.e. taxes paid by the supplier on purchases cannot be claimed as ITC. It results in escalated cost of business.
  • No Tax Invoices: Though the tax rates are reduced, scheme-holders will have to keep the burden of taxes to themselves. In general course of business supplier charges these taxes from their buyers, but under GST Composition Scheme they cannot charge the same from customers, hence the cost of sales will increase.
  • High Penalty: If any discrepancies are found in the application of any subscriber after the registration has been granted to them, or if the subscriber is no longer eligible and fails to inform about the same, then such taxpayer will be liable to pay a penalty which can be equal to tax payable, along with the differential tax.
  • Only Intra-state trading: This scheme can only be availed by traders operating in a single state. No taxpayer with inter-state trading is qualified to apply under this scheme which results in limited exposure of markets and inability to do imports/exports.
  • Taxpayers registered under a single PAN No. cannot apply for composition scheme on individual basis. If any one of them plans to register then all of them will have to apply under it.

 

REGARDS

TEAM FINLEGALFORTE

                  &

DIVYANSHU SAHNI & ASSOCIATES

COMPANY SECRETARIES

How to Register Digital Signature Certificate (DSC) on GST Portal with Screenshots / Videos (Step by Step Guide) BY CS DIVYANSHU SAHNI

FOR READING ALL STEPS FOR REGISTER DIGITAL SIGNATURE ON GST PORTAL:

PLEASE CLICK THE LINK BELOW:http://www.gstonlineindia.info/2017/06/how-to-register-digital-signature.html

REGARDS

TEAM FINLEGALFORTE

MOB: 9871027426photo 1

Comparison chart on Recent Exemptions to Private Companies via Notification by CS SAKSHI VIJ

 

inc-32-form-for-company-registrationThe Ministry of Corporate Affairs in continuation with Notification No. G.S.R. 464(E) dated the 5th June, 2015 released another Notification dated 13.06.2017 by extending privileges to Private Companies under following Sections of the Companies Act, 2013. Following is the comparative chart of Sections before such notification and after the said notification dated 13.06.2017:-

SECTIONS BEFORE EXEMPTION NOTIFICATION AFTER EXEMPTION NOTIFICATION
Section 2(40) Financial Statement includes :-  The financial statement, with respect to person company, small company, dormant company & private company (if such private company is a start-up) not include the cash flow statement; one and may
Balance Sheet
A profit and Loss Account , For NPO companies Income and Expenditure Account
Cash Flow Statement ‘start-up’ or “start-up company” means a private company incorporated under the Companies Act, 2013 (18 of 20’l3) or the Companies Act, 1956 (‘l of 1956) and recognised as start-up in accordance with the notification issued by the Department of lndustrial Policy and Promotion, Ministry of Commerce and Industry.”.
A statement of Change in Equity if applicable
Explanatory Statement annexed to above documents
Provided that Financial Statement w.r.t OPC, Small Company & dormant Company, may not include Cash Flow Statement
Section 73(3)(i) Earlier Private Limited Company can accept deposits from the Member after follow up the procedure mention under Section 73 Clause (a) – (e). By the exemption Clause (a) to (e) shall not applicable on following Companies. In the exemption notification dated 5th June, 2015, in the table, for serial number 6 and the entries relating thereto, this serial number and the entries relating thereto shall be substituted. Provision of Section 72(2) clause (a-e) shall not applicable on following Companies:
1) Which accept from its members monies not exceeding 100% percent of aggregate of the paid up share capital, free reserves and Securities Premium account; or
2) Which is a start-up, for five years from the date of its incorporation; or
3) which fulfill all of the following conditions, namely:-
A. Which is not an associate or a subsidiary of any other Company;
B. If the borrowing of such a company from the banks or financial institutions or anybody corporate is less than twice of its paid up share capital or fifty crore rupees, whichever is lower; and
C. Such a company has not defaulted in the repayment of such borrowings subsisting at the time of accepting deposits under the section.
Provided that the company referred to in clause (A), (B) or (C) shall file the details of monies accepted to the Registrar in such manner as may be specified”
Section 92(1)(g) Particulars in Annual Return: After amendment – for Private Companies which are small companies :-
Remuneration of directors and KMP Instead of (g) point, be read as Aggregate amount of remuneration drawn by directors.
Proviso to Section 92(1) Earlier in relation to One Person Company, small company, the annual return shall be signed by the company secretary, or where there is no company secretary, by the director of the company.” Now, in relation to One Person Company, small company and private company (if such private company is a start-up), the annual return shall be signed by the company secretary, or where there is no company secretary, by the director of the company.”.
 
Section 143 The auditor’s report shall also state—   (i) whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls Clause (i) not apply to a private Company:-

 

i. Which is one person Company or a Small Company; or ii. Which has turnover less than Rs. 50 Crores as per latest audited financial statement or which has aggregate borrowings from banks or financial institutions or anybody corporate at any point of time during the financial year less then Rs. 25 Crore.

 
Section 173(5) Earlier, One Person Company, small company, dormant company shall be deemed to have complied with the provisions of this section if at least one meeting of the Board of Directors has been conducted in each half of a calendar year and the gap between the two meetings is not less than ninety days. Now, One Person Company, small company, dormant company and a private company (if such private company is a start-up) shall be deemed to have complied with the provisions of this section if at least one meeting of the Board of Directors has been conducted in each half of a calendar year and the gap between the two meetings is not less than ninety days:
Section 174 (3) Earlier, Interested Directors were not counted for the purpose of quorum. Now, Interested Directors are counted for the purpose of quorum in such a meeting after disclosing their interest under Section 184.

 

This exemption shall be applicable to a Private Company which has not committed a default in filing its financial statements under section 137 of the Act or Annual Return u/s 92 of the Act with Registrar.

 

 

Warm Regards,

Sakshi Vij

Company Secretaries

Contact Details: sakshivij92@gmail.com

Mob No: +91-8130196095

 

 

Major Compliance of Secretarial Standard-1 applicable for all companies:

Major Compliance of Secretarial Standard-1 applicable for all companies:

Notice shall be issued by the Company Secretary or where there is no Company Secretary, any Director or any other person authorized by the Board for the purpose.

 Quorum shall be present throughout the Meeting.

 Company shall maintain separate attendance registers for the Meetings of the Board and Meetings of the Committee in pursuant to the provisions stated in the standard.

 A distinct Minutes Book shall be maintained for Meetings of the Board and each of its Committees in pursuant to the provisions stated in the standard.

 Within fifteen days from the date of the conclusion of the Meeting of the Board or the Committee, the draft Minutes thereof shall be circulated by hand or by speed post or by registered post or by courier or by e-mail or by any other recognized electronic means to all the members of the Board or the Committee for their comments.

 Minutes must be entered in the Minutes Book within 30 days from the date of conclusion of the meeting.

 Minutes of the meeting must be signed and dated by the Chairman of the meeting or by the Chairman of the next board meeting.

 Signed minutes certified by the Company Secretary or where there is no Company Secretary, by any Director authorized by the board shall be circulated to all the Directors within 15 days of signing.

KEY FEATURES OF NEW TRADEMARK RULES- BY CS DIVYANSHU SAHNI

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KEY FEATURES OF NEW TRADEMARK RULES.

With effect from 6th March 2017, the new trademark rules came into existence. The intention is to simplify the whole trademark registration process and make it hassle-free and quick. It would in turn is expected to expedite the overall process of trademark administration.

As a prelude to these changes, Trade Mark office had recently stopped issuance of physical copies of registration certificates.  The digital registration certificates are the proof of registration.  Even before this amendment, the Trade Mark office had been gearing up for the change as many visible changes had happened in recent months including faster processing of trade mark application, publication in trade mark journal and issuance of registration certificates.

Highlights of the New Trademark Rules:

  1. Application forms and formats

Applications have seen a sea change so as to suit them with the new amendments. Old forms, approximately 60, have been scraped away, replaced by eight new forms TM-A, TM-O, TM-P, TM-C, TM-U, TM-G, TM-M, and TM-R.

  1. Sound marks are made registrable:

The new trademark rules mentions, “Where an application for the registration of a trademark consists of a sound as a trademark, the reproduction of the same shall be submitted in the MP3 format not exceeding thirty seconds’ length recorded on a medium which allows for easy and clearly audible replaying accompanied with a graphical representation of its notations”. Such application has to be filed on Form TM – A with the sound in a MP3 format. It is necessary to provide the musical notes in the application.

  1. Number of forms have been cut down to 8 from the existing 74 forms

One would how has this been achieved.  All kinds of trade mark applications (single class, multi-class, collective marks etc.) is through the same form.  Contested proceedings like opposition, rectification is through a single form.  This will make things easier.

  1. Fees have been increased drastically

To encourage online filing of applications, a 10% fee concession will be offered. For individuals, startups and small enterprises, the government will provide discounted application fees and expedited processing.

For Body Corporates,  For a trade mark application in one class, it has been increased from Rs. 4,000/- to Rs. 9,000/-.  Applicants would not be averse to paying higher fee if the services are immaculate.

Explanation:

Here the meaning of Small Enterprise is:

  1. a) in case of an enterprise engaged in the manufacture or production of goods, an enterprise where the investment in plant and machinery does not exceed the limit specified for a medium enterprise under clause (a) of sub-section (1) of section 7 of the Micro, Small and Medium Enterprises Development Act, 2006 (27 of 2006); and
  2. b) In case of an enterprise engaged in providing or rendering of services, an enterprise where the investment in equipment is not more than the limit specified for a medium enterprise under clause (b) of sub-section (1) of section 7 of the Micro, Small and Medium Enterprises Development Act, 2006.

Explanation: “enterprise” means an industrial undertakings or a business concern or any other establishment, by whatever name called, engaged in the manufacture or production of goods in any manner pertain to any industry specified in the first schedule to the Industries (Development and Regulation) Act, 1951 (65 of 1951) or engages in providing or rendering or any services or services in such an industry.

Small Manufacturing Enterprises: The investment in plant and machinery is more than twenty five lakh rupees but does not exceed rupees 5 crores (Rupees five crores only).

Medium Manufacturing Enterprises: The investment in plant and machinery is more than rupees 5 crores but not exceeding Rs.10 crores (Rupees ten crores only).

Small Service Enterprises: The investment in equipment is more than 10 (Ten lakh rupees) but does not exceeds rupees 2 crores

Medium Service Enterprises: The investment in equipment is more than rupees 2 crores but does not exceed rupees 5 crores.

Indian applicants need to furnish their financial statements in order to claim their entity status

“Startup” means

  1. i) an entity in India recognized as a startup by the competent authority under Startup India initiative,
  2. ii) In case of a foreign entity, an entity fulfilling the criteria for turnover and period of incorporation / registration as per Startup India Initiative and submitting declaration to that effect.

Explanation: In calculating the turnover, reference rates of foreign currency of Reserve Bank of India shall prevail.

An entity will be identified as a startup:

  1. I) Till up to five years from the date of incorporation.
  2. II) If its turnover does not exceed 25 crores in the last five financial years.

III) It is working towards innovation, development, deployment, and commercialization of new products, processes, or services driven by technology or intellectual property.

  1. Renewal Fee

Renewal fee which originally was Rs. 5000 has now been revised to Rs. 9000 for e-filng and Rs.10,000 for paper filing.

  1. E-Service of Documents

Email has been made an essential part of the address for service towards our aim to digitise processes and go paperless.

  1. Videoconferencing facility Introduced

The option of conducting hearings through video conferencing has been introduced.

  1. Reduction in the Number of Adjournments

The number of adjournments that can be sought in opposition proceedings has been restricted to two by each party to help dispose matters speedily.

  1. Differential fee structure for physical filing and online filing:

For online filings, there is 10 % reduced fees at all stages.  This will discourage paper filing in sync with the push towards digital India reducing its carbon print.

  1. Request to enlist as Well Known mark:

As mentioned in Rule 124, any person can make a request to enlist a mark as a well-known mark along with statement of case, evidence and documents. The fee for it is Rs. 1, 00,000. The Department of Industrial Policy and promotion shall now maintain a list of well-known marks. It means that a brand can now apply for being included into this list on form TM-M after payment of fees of Rs 1 lakh. This change in particular may also help to improve the reputation of India’s IP system and the country’s poor score for protection of famous marks.

 

CONCLUSION:

The new Rules have expressly promoted digital filing which will make the process efficient and shorter. The electronic services provided will expedite the processing of applications as all the documents shall be furnished and received (exchanged) via e-mails. This will enable faster registration.