Govt approval must for all FDIs from neighboring countries including China, in same lines as made by several countries

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ASSOCHAM Secretary said that by amending the FDI rules through the Press Note No 3 , the Department for Promotion of Industry and Internal Trade, has not only brought the FDI proposals for greenfield investments but also infusion into the existing projects, under the ‘government route’

The government has amended the Foreign Direct Investment (FDI) policy to discourage opportunistic investment in Indian companies by neighbouring countries in the midst of the Coronavirus pandemic.

This comes after China’s central bank recently raised stake in Housing Development Finance Corporation (HDFC) to a little over 1 percent.

As per the new amendment, FDI investments into Indian companies from the neighbouring countries will now require a nod from the government. This will be applicable to all countries that share a land border with India – such as China among others.

The amendment specifies that transfer of ownership of Indian companies arising out of FDI investments from neighbouring countries will now also be subject to government approval.

Similar FDI restrictions were earlier placed on Pakistan and Bangladesh.

These changes were notified via a Press Note by the Department for Promotion of Industry and Internal Trade (DPIIT).

As per the note, “Government has reviewed the FDI policy for curbing opportunistic takeovers or acquisitions of Indian companies due to the current COVID-19 pandemic.”

The note states: “A non-resident entity can invest in India, subject to the FDI Policy except in those sectors/activities which are prohibited. However, an entity of a country, which shares land border with India or where the beneficial owner of an investment into India is situated in or is a citizen of any such country, can invest only under the Government route.”

“Further, a citizen of Pakistan or an entity incorporated in Pakistan can invest, only under the Government route, in sectors/activities other than defence, space, atomic energy and sectors/activities prohibited for foreign investment,” it said.

“In the event of the transfer of ownership of any existing or future FDI in an entity in India, directly or indirectly, resulting in the beneficial ownership falling within the restriction/purview of the mentioned sectors, such subsequent change in beneficial ownership will also require Government approval,” it added.

The decision will take effect from the date of Foreign Exchange Management Act (FEMA) notification.

Earlier, reports said that market regulator Securities and Exchange Board of India (SEBI) was monitoring equity transactions in India by Chinese companies and banks. Such transactions have come under the scanner at a time when the share prices of companies have dropped due to the economic impact of the coronavirus pandemic.

Globally, transactions by Chinese firms and institutions have come under scrutiny recently since the assets are being purchased at low valuations. Nations such as the US, Japan and Australia have already placed restrictions on Chinese companies buying assets.

Source:Amendment of FDI Policy

Companies Fresh Start Scheme, 2020 (CFSS-2020)

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The Ministry of Corporate Affairs has introduced the “Companies Fresh Start Scheme, 2020” and revised the “LLP Settlement Scheme, 2020” which is already in vogue to provide a first of its kind opportunity to both companies and LLPs to make good any filing related defaults, irrespective of the duration of default, and make a fresh start as a fully compliant entity.

The Fresh Start scheme and modified LLP Settlement Scheme provide relief to law abiding companies and the Limited Liability Partnerships (LLPs) amid COVID-19 pandemic.

One Time Opportunity

The USP of both the schemes is a one-time waiver of additional filing fees for delayed filings by the companies or LLPs with the Registrar of Companies during the currency of the Schemes, i.e. during the period starting from 1st April 2020 and ending on 30th September 2020.

Fee Payable for CFSS

Only normal fees for filing of documents in the MCA-21 registry will be payable in such case during the currency or CFSS-2020. There will not be any additional fee for any documents.

Every defaulting company  shall be required to pay normal fees as prescribed under the Companies (Registration Offices and FCC) Rules, 2014 on the date of filing of each belated document and no additional fee shall be payable.

Dormant Company

The scheme gives an opportunity to inactive companies to get their companies declared as ‘dormant company’ under Section 455 of the Act by filing a simple application at a normal fee.

Details of CFSS 2020

The scheme shall come into force on the 01.04.2020 and shall remain in force till 30.09.2020

  1. “Defaulting company” means company defined under the  Companies Act, 2013, and which has made default in filing of any or the documents, statement, returns, etc including annual statutory documents on the MCA-21 registry
  2.  “Immunity certificate”‘ means the certificate referred to in subparagraph (viii) of paragraph 6 of the Scheme;
  3. “Inactive Company” means a company as defined in Explanation (i) to sub-section (l) of section 455(1) of the Companies Act, 2013;

Applicability of CFSS 2020

Any ‘defaulting company’ is permitted to file belated documents which were due for filing on any given date in accordance with the provisions of this Scheme.

Immunity from the launch of prosecution or proceedings for imposing penalty shall be provided only to the extent such prosecution or the proceedings for imposing penalty under the Act pertain to any delay associated with the filings of belated documents.

The Ministry received much representation from the stakeholders to provide a one-time opportunity to file all the pending documents including the annual filing of the company without charging higher additional fees on any delay. The Scheme provides the above opportunity to the inactive company to convert into a dormant company under section 455 of Companies Act, 2013 by filing form MSC-1 with nominal fees & help the inactive companies to remain on ROCs register with minimum compliance requirements.

The defaulting company shall be required to file the belated documents including annual filing by paying nominal fees (without including Additional Fees) as per Companies (Registration Offices and Feel Rules, 2014) as prescribed under the Companies Act, on the date of filing of each belated document.

Both the Schemes also contain a provision for giving immunity from penal proceedings, including against imposition of penalties for late submissions and also provide additional time for filing appeals before the concerned Regional Directors against the imposition of penalties, if already imposed. However, the immunity is only against delayed filings in MCA 21 and not against any substantive violation of the law. 

Application for issue of immunity under the CFSS

An application for seeking immunity in respect of belated documents can be filed under the Scheme in the Form CFSS-2020, after closure of the Scheme and after the document(s) are taken on file, or on record or approved by the Designated authority as the case may be but not after the expiry of six months from the date of closure of the Scheme. There is no fee payable on this Form.

Provided also that no immunity shall provide in case any court has ordered conviction in any matter, or an order imposing penalty has been passed by an adjudicating authority under the Act and no appeal has been preferred against such orders of the court or of the adjudicating authority.

Immunity certificate under CFSS-2020

Based on the declaration made in the Form CFS-S-2020, an immunity certificate in respect of documents filed under this Scheme shall be issued by the designated authority.

Effect of immunity

After granting the immunity, the ROC office shall withdraw the prosecution(s) and the proceedings of adjudication of penalties under section 454 of the Act, if any, in respect of defaults against which immunity has been so granted and shall be deemed to have been completed without any further action.

Any other consequential proceedings, including any proceedings involving interests of any shareholder or any other person of the company for its directors or key managerial personnel, would not be covered by such Immunity. If the company appeals against any order of prosecution for penalty passed by the competent court or adjudicating authority, then the company first needs to withdraw its application of appeal and furnish the proof of withdrawal to avail immunity in this CFSS 2020 scheme.

Scheme not to apply

This scheme shall not apply

  • to companies against which action for final notice for striking off the name u/s 248 of the Act (previously section 560 of Companies Act, 1956 has already been initiated by the ROC.
  • where any application has already been filed by the companies for action of striking off the name of the company from the register of companies;
  • to companies which have amalgamated under a scheme of arrangement or compromise under the Act;
  • where applications have already been filed for obtaining Dormant Status under section 455 of the Act before this Scheme;
  • to vanishing companies;
  • Where any increase in Authorized Capital is involved (Form SH7);
  • also Charge related documents (CHG-I, CHG-A. CHG-8 and CHG-9).

The defaulting inactive companies while filing documents under CFSS-2020 can simultaneously apply for the following actions :

  1. Apply to get themselves declared as Dormant Company under section 455 of the Companies Act, 2013 by filing e-form MSC-I  at a normal fee on said form; or
  2. Apply for striking off the name of the company by filing e-Form STK-2 by paying the fee payable on form STK-2. 

Companies and LLPs confirm their readiness towards COVID-19: MCA

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Advisory on Preventive measures to contain the spread of COVID19

Advisory on Preventive measures to contain the spread of COVID19

The Ministry of Corporate Affairs ( MCA ) is in the process of developing and deploying a simple web form named CAR (Company Affirmation of Readiness towards COVID-19) for companies/LLPs to confirm their readiness to deal with the COVID-19 threat.

Since the wake of the Novel Coronavirus(COVID-19) affecting over 110 countries including India, the WHO had declared it a Pandemic. Apart from human suffering, it is also causing major economic disruptions. In order to contain the spreading of the virus, the corporate sector is required to play a key role in implementing the strategic policy decision of social distancing, which is most crucial in reducing the rate and extent of disease transmission at the community level.

Taking cognizance of the gravity of the public health situation, the Government in the Ministry of Corporate Affairs has relaxed the rules with respect of Board and dispensed with the necessity of holding physical meetings on matters relating to approval of financial statements, board report, restructuring etc., up to 30th June, 2020. They are also examining any other relaxation under the Companies Act, 2013 that may be necessitated on account of COVID-19.

As part of disaster management to meet this urgent and severe health exigency, all companies/LLPs are strongly advised to put in place an immediate plan to implement the “Work from Home” in the Headquarters and field offices to the maximum extent possible, including by conduct of meeting through video conference or other electronic/telephonic/computerized means. They further instructed that even with the essential staff on duty, staggered timings may be followed so as to minimize physical interaction. Apart from that, the preventive measures including the Do’s and Don’t’s advised by the public health authorities are to be strictly followed.

The Webform named CAR will be deployed on 23rd March 2020. All companies/LLPs are requested to using compliance with the web form named CAR on the 23rd of March instant while following all possible preventive measures to contain the disease and its contagious effect.

Frequently Asked Questions on (CAR) – 2020

1. To whom is this form applicable?

To All Companies / LLP including small companies, private companies, One Person Company (OPC) .All Companies/LLP include the companies, whether incorporated in India or not, but having operations in India.

2. When will the form be deployed?

The form is expected to be deployed on 23rd March, 2020 and is required to be submitted by 30th March, 2020 (extended by a week).

3. Is there any fees for filing the form?

No.

4. Who can file the form on behalf of Companies / LLP?

CS, CFO, Managing Director, Director, Designated Partners or Authorized person who has been authorised for such purposes.

5. Whose Mobile number has to be entered in the form?

In case of Director / Designated Partner signing the form their mobile number will be automatically prefilled from database. In all other case, the Mobile Number shall be editable should be that of the person who is authenticating the form as it has to be verified by a One Time Password (OTP).

6. What if my organization does not have a whole time / permanent employee?

The form still has to be filed, but the Company / LLP will be eased of future compliance burden, if any.

7. Till when does such policy needs to be in place?

The policy needs to be in place till 31st March, 2020 as per present scenario but may be extended based on the review made by appropriate Govt. Authorities.

8. What if I do not adhere to filing of such web form?

There has not been any information on the same but going by the intent of the form, non – filing of it may not lead to any penal outcome.

9. On what basis can I prepare “Work from Home” policy?

This shall be prepared based on the guidelines and advisory issued by the Government from time to time to check the spread of COVID – 19.

10. How to track the filing of form?

Once the form is filed, a system based acknowledgement will be sent to:

  • Email id of the Company / LLP
  • Email Id of the person affirming the form
  • Email id of FO user submitting the affirmation.

39th GST Council Meeting: Highlights

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Infosys Nilekani gave GST Network presentation to Council.

Council ask Infosys to improve GST Network by July.

Filing to be mandatory for taxpayers over Rs 5cr of annual turnover

Decides to extend deadline for filing of GSTR9 & GSTR9C for FY18-19 till June 30, 2020,

GST Council to continue with 3B till September & defer the new return system.    

Council defers the proposal on taxability of economic surplus of brand owners of alcohol for human consumption,

Reassures states towards payment of compensation dues,

Where Cancellation have been cancelled till March 14, application for cancellation of revocation can be filed till March 31, 2020.

GSTR-1 to be made compulsory only for making B2B supplies, exports & amendments

B2C & non-filers of GSTR-3B to be exempted from filing GSTR-1

Before 10th for turnover greater than Rs 1.5 cr

Before 13th for turnover lesser than Rs 1.5 cr

GSTR-2A to be generated on 14th of every month

Council approves “Know your Supplier” Scheme

Major Reliefs:  

Interest for delay in GST payment will now be charged on next cash liability under Section 50, to be applicable from July 2017              

GST on mobile phones and specified parts was increased from 12% to 18%. This decision was taken to avoid difficulties due to the inverted duty structure.


All types of matches have been rationalised to a single GST rate of 12%. Till now, the handmade ones were taxed at 5% and the rest was taxed at 18%.


GST on Maintenance, Repair and Overhaul (MRO) service in respect to aircraft was reduced from 18% to 5% with full ITC.

All these rate changes will come into effect from 01 April 2020.

A new scheme called ‘Know your Supplier’ has been introduced so that the taxpayers are informed about the basic details of the suppliers with whom they transact or propose to conduct business.

RBI digs into Yes Bank’s past, questions auditor

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RBI is also likely to question the auditor on whether the SBI proposal would have any ‘material impact’ on the existing accounts of Yes Bank

The Reserve Bank of India will check if troubled lender Yes Bank’s auditor had raised any alarm in the past year. The apex bank has been in touch with the auditor and will look into whether they had specifically issued any warning in the past 12 months.

According to a report in The Economic Times, RBI has been in touch with auditor BSR & Co and wants to know if it had raised any red flag relating to the health of Yes Bank or any other issue. The auditor is part of KPMG India. The central bank is also likely to question the auditor on whether the SBI proposal would have any ‘material impact’ on the existing accounts of Yes Bank.

On Friday, the RBI announced a reconstruction scheme for the bank. It said that SBI that has expressed interest to invest in the troubled bank would do so to the extent of holding 49 per cent shareholding. The apex bank said that SBI’s investment in Yes Bank would not impact the employees and their current terms of employment.

BSR and Co was appointed as Yes Bank’s auditor after RBI banned SR Batliboi & Co for a year. The RBI had stated that the firm that was part of EY was banned due to “lapses identified in a statutory audit assignment carried out by the firm”.

RBI put restrictions on Yes Bank on March 6, allowing its customers to withdraw only Rs 50,000 for a month. The apex bank relaxed the guidelines subsequently. On Tuesday, the bank permitted its credit card customers to pay their credit card dues and loan obligations from other bank accounts. It allowed NEFT payments to clear loan EMIs and make credit card payments. The bank had, before that, allowed customers to withdraw money from ATMs of other banks.

Source: Business Today

MCA notifies Companies (Auditor’s Report) Order 2020 – CARO 2020.

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The government had issued new norms for auditors, seeking more disclosures in reports, a move which comes after a series of corporate scams and frauds surfaced over the past few years.

CARO 2020 – Companies (Auditor’s Report) Order, 2020

MCA in place of existing the Companies (Auditor’s Report) Order, 2016, has notified CARO 2020 after consultation with the National Financial Reporting Authority constituted under section 132 of the Companies Act, 2013.

Auditor’s report to contain matters specified in paragraphs 3 and 4. – Every report made by the auditor under section 143 of the Companies Act on the accounts of every company audited by him, to which this Order applies, for the financial years commencing on or after the 1st April, 2019, shall in addition, contain the matters specified in paragraphs 3 and 4, of the CARO 2020.

Provided this Order shall not apply to the auditor’s report on consolidated financial statements except clause (xxi) of paragraph 3.

It shall come into force on the date of its publication in the Official Gazette.

CARO 2020 – Key changes/highlights

Matters to be included in auditor’s report, in CARO 2020 – the reporting clauses are more extensive and detailed than were in CARO2016

Unlike CARO 2016, which required reporting on all fixed assets, new reporting requirements pays attention to Property, Plant, Equipment and intangible assets.

Reporting on revaluation of Property, Plant and Equipments by company

Reporting of proceedings under the Benami Transactions (Prohibition) Act, 1988.

Reporting of compliances if company was sanctioned working capital limits in excess of Rs.5 crores or more from banks or financial institutions.

 – whether the quarterly returns or statements filed by the company with such banks or financial institutions are in agreement with the books of account of the Company, if not, to give details;

Reporting of investments in or in providing of any guarantee or security or granting any loans or advances to companies, firms, Limited Liability Partnerships or any other parties.

Reporting of compliances with RBI directives and the provisions the Companies Act with respect to deemed deposits.

Reporting with respect to transactions not recorded in the books of account surrendered or disclosed as income in the income tax proceedings.

Comprehensive reporting requirement for default in the repayment of loans / other borrowings or in the payment of interest

 – whether the company is a declared wilful defaulter by any bank or  financial institution or other lender; 

 – whether term loans were applied for the purpose for which the loans were obtained; if not, the amount of loan so diverted and the purpose for which it is used may be reported; 

 – whether funds raised on short term basis have been utilised for long term purposes,  if yes, the nature and amount to be indicated

Reporting on treatment by auditor of whistle-blower complaints received during the year by the company 

Reporting on internal audit system

 – whether the company has an internal audit system commensurate with the size and nature of its business; 

 – whether the reports of the Internal Auditors for the period under audit were considered by the statutory auditor;   

Reporting on cash losses

Reporting on resignation of the statutory auditors

Reporting on uncertainty of company capable of meeting its liabilities

Reporting transfer of unspent CSR amount to Fund specified in Schedule VII

Reporting on qualifications or adverse remarks by the auditors in the CARO reports of companies included in the consolidated financial statements

It is expected that CARO, 2020 will improve the overall quality of reporting by the auditors and thereby lead to “greater transparency and faith in the financial affairs of the companies.”

Read : CARO 2020 dated 25.02.2020

30 important Key features of GST New Return System:

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First 15 features (1-15 points) as PART-I:-

  1. Supplier can upload the Tax Invoices on real time basis in Anx-1.
  1. Recipient can view his purchase Invoices on near real time basis.
  1. Recipient can also view whether supplier has filed his return or not.
  1. Supplier has to upload the Tax Invoices latest by 10th of Next Month.
  1. However, recipient can claim ITC on missing invoices also subject to certain conditions.
  1. In case, Invoice uploaded by the supplier in Anx-1, but RET-1 is not filed, uploading of invoices in Anx-1 will be treated as self-admitted liability and recovery proceedings will be initiated against the supplier, except in certain specified situations where recipient will be liable to pay.
  1. Recipient has to pay the amount of ITC availed on missing invoices after specified period. (Missing invoices means, invoices not uploaded in Anx-1)
  1. To find out missing invoices, Offline IT Tool will be provided for matching invoices in Anx-2 with invoices in the accounting system of recipient.
  1. Payment of tax shall be discharged full at the time of filing of RET-1 or SAHAJ or SUGAM itself.
  1. In case of Quarterly returns, tax shall be paid on monthly basis.
  1. Recipient can do the following actions on the invoices appearing in Anx-2 (auto drafted Purchase Invoice):

Accept  also called as locking

Reject (eg. Invoice not related to the recipient)

Pending

  1. If no action is taken on a particular invoice, it will be deemed by the system as accepted and ITC will be available against these invoices.
  1. Once invoice is accepted by the recipient, i.e., locked by the recipient, supplier cannot amend those invoices.
  1. Locked Invoice should be unlocked by the recipient only, for making any amendment by the supplier.
  1. Supplier will be able to issue Debit Note or Credit Note on locked invoices also. If credit/debit note is issued against any pending invoice, then system will club the credit/debit note with pending invoice.

Second set of 15 features (16-30 points) as PART-II:-

  1. Missing invoices shall be reported in RET-1 of the current month.
  1. System will calculate the interest automatically. Once the tax and interest is paid, the missing invoice will be clubbed with the monthly return to which it relates.
  1. For amendments, separate Return Form is available.
  1. Maximum 2 amendments return can be filed for any one month.
  1. “NIL” Return can be filed by “SMS”.
  1. Negative liability if any shall be carried forward to next month regular return.
  1. Higher late fee for amendment return if change in liability is more than 10%
  1. Shipping Bill details also should be entered in Anx-1 by the exporters.
  1. If the shipping bill details are not available by the time of filing the return, the same can be entered later on also.
  1. The export data then will be transmitted to ICEGATE portal for cross verification purposes.
  1. Until the facility is ready to pull the data from ICEGATE portal, importers can avail ITC on imports and supplies from SEZ on self-declaration basis.
  1. New concept of suspension of registration will be introduced. From the date of suspension till the date of cancellation, tax payer need not file returns and invoice uploading also will not be allowed.
  1. HSN should be reported at 4 digit level in monthly return.
  1. The tables in the return will be opened based on the profile of the tax payer.
  1. For all return obligations offline utility tools are made available to make filing process as easy as possible.