Keeping in view the requests received from various stakeholders seeking extension of time for filing of financial statements for the financial year ended 31.03.2018 on account of various factors, it has been decided to relax the additional fees payable by companies on e-forms AOC-4, AOC (CFS) AOC-4 XBRL and e- Form MGT-7 upto 31.12.2018 wherever additional fee is applicable.
General Circular No. 10/2018
F.No. 01/34/2013 CL-V
Government of India
Ministry of Corporate Affairs
5th Floor, ‘A’ Wing, Shastri Bhawan,
Dr. Rajendra Prasad Road, New Delhi-1
All Regional Directors,
All Registrar of Companies, All Stakeholders.
Subject: Relaxation of additional fees and extension of last date of in filing of forms MGT-7 (Annual Return) and AOC-4 (Financial Statements) under the Companies Act, 2013– – reg.
Keeping in view the requests received from various stakeholders seeking extension of time for filing of financial statements for the financial year ended 31.03.2018 on account of various factors , it has been decided to relax the additional fees payable by companies on e-forms AOC-4, AOC (CFS) A0C-4 XBRL and e- Form MGT-7 upto 31.12.2018, wherever additional fee is applicable.
2. This issues with the approval of the competent authority.
Amid SEBI banning as many as 239 entities for alleged money laundering, taxation consultancy PwC has called for a three-year locking-in for the entire pre-listing capital held by promoters to curb tax evasion and other illegal activities through market platforms.
The agency has called for imposing a similar lock-in even for preferential allotments, as prescribed under the capital and disclosure requirement (ICDR) norms so that only serious investors access the market. The PwC report is part of a BSE-mandated review of SME listing process.
The premier bourse last week said that 100 entities were trading on its SME platform. The regulator Securities and Exchange Board (SEBI) on June 29 banned four publicly traded SMEs and 235 other related entities for alledgely misusing the exchange’s platform for money laundering and tax evasion.
The SEBI, in an interim order alleged that these entities made Rs 614 crore in illegal gains through suspected money laundering and tax evasion activities. The four companies banned are EcoFriendly Food Processing Park, Esteem Bio Organic Food Processing, Channel Nine Entertainment and HPC Biosciences. These are traded on the BSE SME Platform.
“The institutional trading platform (ITP) could be utilised as a tool for tax planning by staying invested in an SME for a period more than 12 months and exiting at a very high stock price thereby making huge gains with no tax liability,” PwC said in the report.
Accordingly, the report has suggested that the entire pre-listing capital held by promoters should be locked in for three years as “such restrictive conditions would discourage people from accessing the platform only for tax planning”. The BSE had launched ITP for its SME platform to facilitate start-ups and other SMEs to list without the mandatory IPO process which is time-consuming and capital intensive that small companies can hardly afford.
According to PTI, in addition to allowing SMEs and start-up companies to raise capital, the BSE SME platrfom also provides easier entry and exit options for informed investors like angel investors, venture capitalists and private equity players, apart from offering better visibility and wider investor base and tax benefits to long-term investors.
Meanwhile, the report also called for a reduction in trading lot size and shorter interval for review of lot size after many SMEs, merchant bankers and market-makers cited this as a disincentive for entering the market. The report said market participants want the timeframe to review the lot size to be reduced from the current six months and lower the trading lot requirement of Rs 1 lakh to attract retail investors to the segment.
As SEBI continues to make business easier, it is important SMEs do not eye illegal gains through suspected money laundering and tax evasion activities.
The Ministry of Corporate Affairs (MCA) has decided to give 21 lakh India Inc directors another 15 days to reactivate their Director Identification Numbers (DINs) by filing Know-Your-Customer (KYC) details upon paying a reduced fee. The decision was taken by Finance and Corporate Affairs minister Arun Jaitley on Wednesday. The notification regarding the extension of deadline is as below.
As you are aware the last date for filing form DIR-3 KYC without fee has expired on 15th September 2018. The process of deactivating the non-compliant DINs has since been completed and their status has been updated as ‘Deactivated due to non-filing of DIR-3 KYC’. However, the non-compliant DIN holders may file DIR-3 KYC with a fee of Rs.500 (Rupees Five Hundred Only) from 21st September till 5th October 2018(both days inclusive) to get their DINs reactivated. From 6th October 2018 onwards, a fee of Rs.5000 (Rupees Five Thousand Only) becomes payable for reactivation.
DINs, the unique identification numbers, of nearly 21 lakh directors were deactivated by the MCA following non-filing of KYC details.
“The directors will be given another 15-day extension to reactivate their DINs by filing the e-form along with a nominal fee, which is being kept much lower than the current late fee of Rs 5,000,” top government sources said.
Many individuals and professional bodies, including the Institute of Chartered Accountants of India (ICAI) and Institute of Companies Secretaries of India (ICSI), have written to the government seeking extension in the date of submission for KYC without any additional fee. They have citied practical difficulties such as time-consuming process of obtaining digital signatures, video verification, reaching out to foreign directors and Kerala floods among the reasons for the delay.
“It took us an average time of one to one-and-a-half hour to do one KYC filing. It is quite time consuming to get the digital signature and then feed the client details on MCA software. Many a times the site shows glitches,” said Ashok Tyagi, a company secretary, who is looking forward to an extension in the filing time.
After the last date for filing of the e-KYC form, the MCA deactivated DINs of nearly 21 lakh directors, about 63% out of a total of 33 lakh directors registered in the country after they failed to furnish their KYC details. Only 12.15 lakh directors filed their KYC details within the stipulated time.
DIN is the unique number allotted to the directors on the Boards of registered companies without which they can’t sign any compliance document on behalf of the company.
According to some government officials, not more than two lakh directors are likely to come forward to file KYC over next 15 days. “A large number of directors will be dummy directors or the ones having multiple DINs,” said an official.
The MCA launched the e-KYC form under the MCA 21 system on July 14, this year. All the 33 lakh directors were required to provide their personal details such as e-mail address, Permanent Account Number (PAN) and Aadhaar number in an e-filing with the government in a major clean-up drive on ‘fly by night and dummy directors’. The directors also had to upload their short videos introducing themselves. The directors who could not comply with the new rule could, however, get their DINs activated provided they paid a sum of Rs 5,000 as late fee.
The government is considering giving another opportunity to 2.1 million company directors who have failed to comply with the ‘know your customer’ (KYC) norms, according to a senior official.
The government could give another 15 days for meeting the compliance norms or reduce the penalty for late filing, the official said, requesting not to be named. In June, the corporate affairs ministry had decided to seek KYC for all 3.3 million active directors. The last date for complying with the new norms by way of submitting form ‘DIR-3 KYC’ without fee ended on September 15.
Only 1.2 million directors were able to complete KYC. The post of remaining 2.1million can be re-activated only after a fee payment of Rs 5,000 along with requisite form. “We are looking at the option of either providing a window of 15 days or reducing late fee. The situation has been reviewed by corporate affairs minister Arun Jaitley. A lot of these people are genuine directors who could not complete the process,” the official said. “Decision on providing another window could be taken once the corporate affairs secretary, who’s currently traveling, is back.”
The Institute of Chartered Account of India and several other corporate bodies have also made representations to the ministry, requesting them to extend the period by another 15 days.
“The website wasn’t functioning properly between September 13 and September 15. Also, there were glitches in uploading the digital signatures,” ICAI president Naveen ND Gupta wrote in a recent letter to the ministry. Among those whose director identification number (DIN)—a unique number allotted to individuals eligible to have directorship on boards of registered companies— is being de-activated for non-compliance is a Union minister, a person in the know said. As a part of the KYC drive, company directors had to provide their passport, PAN and contact details, such as phone number and email address. They were required to link their Aadhaar and PAN with the DIN.
The move is aimed at weeding out fake names being listed as genuine directors.
This was a part of the government’s larger strategy to clamp down on shell companies. The government is currently in the process of de-registering 200,000 such companies. These companies have been struck off for not carrying out any business or operation in the last two years.
In order to update the Directors database of The Ministry of Corporate Affairs(MCA), MCA has requested all Directors holding a DIN to complete DIN KYC before 15th September 2018.
To complete DIN KYC, the Director would be required to file a form known as DIR-3 KYC or DIN e-KYC.
The notification issued by Ministry of Corporate Affairs has been reproduced below:
Government of India MINISTRY OF CORPORATE AFFAIRS
New Delhi, dated 21st August 2018
G.S.R. …… (E).-In exercise of the powers conferred by sections 396,398,399, 403 and 404 read with sub-sections (1) and (2) of section ‘1-69 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules further to amend the Companies (Registration Offices and Fees) Rules, 2014, namely:-
(1) These rules may be called the Companies (Registration Offices and Fees) Fourth Amendment Rules, 2018.
(2) They shall come into force from the date of their publication in the Official Gazette.
In the Companies (Registration Offices and Fees) Rules, 2014, in the Annexure, under the head VII, for note below Fee for filing e-form DIR-3 KYC, the following note shall be substituted, namely:-
“for the current financial (2018-2019), no fee shall be chargeable till
the 15th September 2018 and fee of Rs.5000 shall be payable on or after the 16th September 2018”.
[F. No. 01/16/2013 CL-V (Pt-I)]
K.V.R MURTY, JOINT SECRETARY
Purpose of E-form DIR-3 KYC
The main purpose of e-form DIR-3 KYC is to collect the latest information about the directors of all companies. The information to be provided while completing eKYC procedures include Aadhar, PAN, Passport number, address, phone and email. The information submitted must be authenticated by completing one-time-password (OTP) verification and by signing with Digital Signature of Director and a practising Chartered Accountant.
All directors having a DIN as on 31st March of 2018 must file e-form DIR-3 KYC on or before 15th September of 2018. For all Directors who obtained DIN after 31st March, 2018, DIR e-KYC must be filed next year.
The following are the documents required to file E-form DIR-3 KYC:
PAN Card for identity proof
Aadhar Card for address proof
Recent passport size photographs
Personal Mobile Number and E-mail ID of director for OTP Verification
Digital Signature Certificate of the director (DSC) that must be registered on MCA Portal
Passport (if the person holds a foreign citizenship)
The E-form DIR-3 KYC has to be duly certified by the Practicing Chartered Accountant (PCA), Practicing Company Secretary (PCS) or Practicing Cost Accountant.
If the DIN holders do not file DIR-3, the MCA will mark them as deactivated. If the DIN holder files e-form DIR-3 KYC after 31st August 2018, a fee of Rs. 5,000 will be charged.
All directors to whom DIN has been allocated as of March 2018, the e-form DIR-3 KYC has to be filed by September 15, 2018. Originally, the MCA had provided a due date of 31st August which was subsequently changed to 15th September.
India’s capital market regulator has proposed amendments to tighten laws governing auditors and other third-party individuals hired by listed companies for auditing financial results, among other things.
The Kotak Committee, formed to come up with proposals for improving corporate governance, last year recommended that the Securities and Exchange Board of India (SEBI) should have clear powers to act against auditors and other third-party individuals or firms with statutory duties under the securities law.
Auditing lapses have caused several frauds to go unnoticed for years and the capital market regulator has had no direct control on the auditing firms.
SEBI has proposed giving the board of directors of the company the authority to take appropriate action after conducting an investigation against the individual or firm that violates any regulations or submits a false certificate or report.
The proposed changes come months after Punjab National Bank, India’s second largest state-run lender, stunned markets after uncovering a $2 billion loan fraud that had gone undetected for years.
Merchant bankers, credit rating agencies, custodians, among others, are registered and regulated by SEBI but chartered accountants, company secretaries, valuers and monitoring agencies do not come under any direct regulators.
The amendments would mean auditors must ensure certificates or reports issued by them are true in all material respects and they must exercise all due care, skill and diligence with respect to all processes involved in issuance of the report or certificate.
The auditors would be responsible to report in writing to the audit committee of the listed company or the compliance officer on any violation of the securities law they noticed.
In January, SEBI barred Price Waterhouse from auditing listed companies in India for two years after an investigation into a nearly decade-old accounting fraud case in a software services company that became India’s biggest corporate scandal.
SEBI has sought feedback and comments on the draft regulations over the next 30 days.
As part of updating its registry, MCA would be conducting KYC of all Directors of all companies annually through a new eform viz. DIR-3 KYC to be notified and deployed shortly.
Accordingly, every Director who has been allotted DIN on or before 31st March, 2018 and whose DIN is in ‘Approved’ status, would be mandatorily required to file form DIR-3 KYC on or before 31st August,2018.
While filing the form,the Unique Personal Mobile Number and Personal Email ID would have to be mandatorily indicated and would be duly verified by One Time Password(OTP).
The form should be filed by every Director using his own DSC and should be duly certified by a practicing professional (CA/CS/CMA).
Filing of DIR-3 KYC would be mandatory for Disqualified Directors also.
After expiry of the due date by which the KYC form is to be filed,the MCA21 system will mark all approved DINs (allotted on or before 31st March 2018) against which DIR-3 KYC form has not been filed as ‘Deactivated’ with reason as ‘Non-filing of DIR-3 KYC’.
After the due date filing of DIR-3 KYC in respect of such deactivated DINs shall be allowed upon payment of a specified fee only, without prejudice to any other action that may be taken.