The weekly messenger | Edition 37.18

Regulatory News

Companies (Prospectus and Allotment of Securities) Third Amendment Rules, 2018 – 10 September 2018

The Central Government (CG) has amended the Companies (Prospectus and Allotment of Securities) Rules, 2014 with the Companies (Prospectus and Allotment of Securities) Third Amendment Rules, 2018 wherein, it has inserted a new rule after the existing rule 9 i.e. rule 9A “Issue of securities in dematerialised form by unlisted public companies”.

These rules shall come into force w.e.f. 2 October 2018.

For more information, click here. 

Clarification in filing BEN -1 under Companies Act, 2013 – 10 September 2018

The CG after considering the difficulties being faced by the stakeholders in filing of declaration in Form No. BEN – 1 pursuant to the Companies (Significant Beneficial Owners) Rules, 2018 notified in June 2018, clarified that the aforesaid form would be revised. Accordingly, the due date of filing such form i.e. 10.09.2018 would also be revised and a revised BEN - 1 form would also be notified shortly.

For more information, click here.

Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2018 – 12 September 2018

The CG has amended the Companies (Appointment and Remuneration of Personnel) Rules, 2014 with the Companies (Appointment and Remuneration of Personnel) Amendment Rules, 2018 wherein the CG has made the following modifications:

• In Rule 6, the existing heading ‘Applications to the Central Government’ has been substituted with a new heading i.e., ‘Parameters for consideration of remuneration’. Further, the word ‘Central Government’ has also been omitted from the aforesaid rule as the same has also been omitted from the corresponding section of the Companies Act, 2013 i.e. Section 200 pursuant to the Companies (Amendment) Act, 2017;
• Sub - rule (2) of Rule 7, ‘Fees’ which states that ‘the companies other than listed companies and subsidiary of a listed company may without CG approval pay remuneration to its managerial personnel, in the event of no profit or inadequate profit beyond ceiling specified in Schedule V subject to certain conditions’ has been omitted; and
• The existing Form No. MR- 2 ‘Form of application to the Central Government for approval of appointment or reappointment and remuneration or increase in remuneration or waiver for excess or over payment to managing director or whole time director or manager and commission or remuneration to directors’ has been substituted with the new Form No. MR- 2 ‘Form of application to the Central Government for approval of appointment of managing director or whole time director or manager’.

These Rules shall come into force on the date of their publication in the official gazette.

For more information, click here.

Amendment to Schedule – V of the Companies Act, 2013 – 12 September 2018

The CG has amended the Schedule V of the Companies Act, 2013 wherein it has made certain modifications in the following parts:

• Part I, ‘Appointments’;
• Part II, ‘Remuneration’;

For more information, click here.

Commencement of certain sections of the Companies (Amendment) Act, 2017 – 12 September 2018

The CG has appointed 12 September 2018 as the date from which the provisions of the following sections of the Companies (Amendment) Act, 2017 shall come into force:

• Section 66 i.e., Amendment of section 196 ‘Appointment of Managing Director, Whole- Time Director or Manager’ of the Companies Act, 2013;
• Section 67 i.e., Amendment of section  197 ‘Overall Maximum Managerial Remuneration and Managerial Remuneration in case of Absence or Inadequacy of Profits’ of the Companies act, 2013;
• Section 68 i.e., Amendment of section 198 ‘Calculation of Profits’ of the Companies Act, 2013;
• Section 69 i.e., Amendment of section 200 ‘Central Government or company to fix limit with regard to remuneration’ of the Companies Act 2013; and
• Section 70 i.e., Amendment to section 201 ‘Forms of, and procedure in relation to, certain applications’ of the Companies Act 2013.

For more information, click here.

Further GST Updates

The Central Board of Indirect Taxes and Customs has issued certain updates w.r.t. Goods and Services Tax (GST) whose links are as follows: 

• For more information w.r.t extension of dates of FORM GSTR-1 and GSTR-3B, click here;
• For Central GST (CGST) (Ninth Amendment) Rules, 2018, click here;
• For CGST (Tenth Amendment) Rules, 2018, click here;
• For more information w.r.t extension of due date for filling of FORM GSTR – 3B for newly migrated taxpayers update 1, update 2, update 3;
• For more information w.r.t extension of the due date for filing of FORM GSTR - 1 for taxpayers having aggregate turnover above Rs 1.5 crores, click here;
• For more information w.r.t extension of the due date for filing of FORM GSTR - 1 for taxpayers having aggregate turnover up to Rs 1.5 crores, click here;
• For more information w.r.t levy of GST on Priority Sector Lending Certificates (PSLC) – reg.,  click here;
• For more information w.r.t enforcement of section 52 of the CGST Act (provisions related to TCS) w.e.f 01.10.2018, click here;
• For more information w.r.t enforcement of section 51 of the CGST Act (provisions related to TDS) w.e.f 01.10.2018, click here;
• For more information w.r.t modification of the procedure for interception of conveyances for inspection of goods in movement, and detention, release and confiscation of such goods and conveyances, click here; and
• For more information w.r.t Clarification regarding processing of refund claims filed by UIN entitles, click here.