Anupriya Saxena, Practicing Company Secretary and Corporate Counselor

05/05/2017

Availability of two new services on eBiz Portal:
DIPP has announced the launch of two new services on eBiz Portal for Limited Liability Partnerships (LLPs) offered by Ministry of Corporate Affairs(MCA):

1. Name Reservation (NR) for LLP-Any entity, individual or association desirous of starting a Limited Liability Partnership under a specific name or need to provide the clarifications sought by department has to file LLP form 1 / LLP form 32.In that case, user need to download,fill and digitally signed LLP form 1 / LLP form 32 as applicable and attach it in NR LLP form and submit accordingly.

2. Registration of LLP (Issue of COI)- Once the business user obtains the approval of name reserved for incorporation of LLP, needs to apply for Certificate of Incorporation for LLP. Business user need to download, fill and digitally signed LLP Form 2 / Form 2 and Form 17 / Form 2 and Form 18 / Form 32 as applicable and attach it in COI LLP Form and submit on eBiz portal.

Details of both the services can be accessed at below links.
Name Reservation - https://services.ebiz.gov.in/content/services/mcacoi_llp_nr

Registration of LLP - https://services.ebiz.gov.in/content/services/mcacoi_llp

Any two or more persons, associated for carrying on a lawful business with a view to profit, may by subscribing their names to an incorporation document and filing the same with the Registrar, form a Limited Liability Partnership.

31/03/2017

BSE: MANDATORY FILING OF FINANCIAL RESULTS IN XBRL MODE

BSE vide its circular no. DCS/COMP/28/2016-17 dated March 30, 2017 mandated that with effect from April 01, 2017 onwards, all listed entities with BSE, would be required to make their filings in respect of Financial Results (Regulation 33 and Regulation 52) in XBRL mode within 24 hours of submission of results in PDF mode.

This requirement however, would not apply to Insurance Companies which can continue to make their filings for Financial Results in PDF mode only.

Financial Results are required to be submitted along with the Limited Review Report / Audit Report first, in PDF mode through the Listing Centre website – Corporate Announcement Filing System (CAFS) within 30 minutes of the conclusion of the Board Meeting.

This is required to be followed by filing of the result in XBRL mode within 24 hours from the conclusion of the Board Meeting.

The Companies listed with BSE are already filing following reports in XBRL format:

1. Corporate Governance (Regulation 27)
2. Shareholding Pattern (Regulation 31)
3. Voting Results (Regulation 44)

Link to circular: http://www.bseindia.com/corporates/Displaydata.aspx?Id=8601a75a-9a67-4f22-b3e3-d5e45f559e04&Page=cir

DCS/COMP/28/2016-17 March 30, 2017

07/03/2017

RBI permits FDI in LLP under Automatic Route:

RBI has notified Regulation 5 (9) of oreign Exchange Management (Transfer or Issue of Security by a Person
Resident outside India) (Second Amendment) Regulations, 2017 and came out with a scheme which shall be called Foreign Direct Investment (FDI-LLP) in Limited Liability Partnerships (LLP) formed and registered under the Limited Liability Partnership Act, 2008.

Important provisions:

1 - Eligible Investors:

A person resident outside India (other than a citizen of Pakistan or Bangladesh) or an entity incorporated outside India (other than an entity in Pakistan or Bangladesh), not being a Foreign Portfolio Investor or Foreign Institutional Investor or Foreign Venture Capital Investor registered in accordance with SEBI guidelines, may contribute foreign capital either by way of capital contribution or by way of acquisition / transfer of profit shares in the capital structure of an LLP.

2 - Eligible investment:

Contribution to the capital of an LLP would be an eligible investment under the scheme. Note: Investment by way of ‘profit share' will fall under the category of reinvestment of earnings.

3 - Eligibility of a LLP:

FDI in LLPs is permitted, subject to the following conditions:

1) FDI is permitted under the automatic route in LLPs operating in sectors / activities where 100% FDI is allowed through the automatic route and there are no FDI linked performance conditions.
2) An Indian company or an LLP, having foreign investment, will be permitted to make downstream investment in another company or LLP engaged in sectors in which 100% FDI is allowed under the automatic route and there are no FDI linked performance conditions. Onus shall be on the Indian company / LLP accepting downstream investment to ensure compliance with the above conditions.
3) FDI in LLP is subject to the compliance of the conditions of Limited Liability Partnership Act, 2008.
4) A company having foreign investment can be converted into an LLP under the automatic route only if it is engaged in a sector where foreign investment up to 100 percent is permitted under automatic route and there are no FDI linked performance conditions.
4. Pricing
FDI in a LLP either by way of capital contribution or by way of acquisition / transfer of profit shares, would have to be more than or equal to the fair price as worked out with any valuation norm which is internationally accepted / adopted as per market practice (hereinafter referred to as "fair price of capital contribution / profit share of an LLP") and a valuation certificate to that effect shall be issued by the Chartered Accountant or by a practicing Cost Accountant or by an approved valuer from the panel maintained by the Central Government.
In case of transfer of capital contribution / profit share from a resident to a non-resident, the transfer shall be for a consideration equal to or more than the fair price of capital contribution / profit share of an LLP. Further, in case of transfer of capital contribution / profit share from a non-resident to resident, the transfer shall be for a consideration which is less than or equal to the fair price of the capital contribution / profit share of an LLP.

5. Mode of payment:

Payment by an investor towards capital contribution in LLPs shall be made:
(i) by way of inward remittance through banking channels; or
(ii) by debit to NRE / FCNR(B) account of the person concerned, maintained with an AD Category - I bank in accordance with Foreign Exchange Management (Deposit) Regulations, 2016, as amended from time to time.

6. Reporting:

(i) Reporting of foreign investment in LLPs and disinvestment/transfer of capital contribution or profit shares between a resident and a non-resident may be made in a manner as prescribed by Reserve Bank of India from time to time.
(ii) All LLPs which have received Foreign Direct Investment in the previous year(s) including the current year shall submit to the Reserve Bank of India, on or before the 15th July of each year, a report titled 'Annual Return on Foreign Liabilities and Assets' as specified by the Reserve Bank from time to time.

Link: https://rbi.org.in/Scripts/NotificationUser.aspx?Id=10876&Mode=0

07/03/2017

Recognition to Company Secretaries under the Trade Marks Rules, 2017:

Govt. of India, Ministry of Commerce and Industry and Department of Industrial Policy and Promotion, has notified Trade Mark Rules, 2017 vide notification issued on March 6, 2017.

As per Rule 144 of the Trade Mark Rules, 2017 a member of the Institute of the Company Secretaries of India has been qualified to be registered as a Trademark Agent.

Complete rules can be accessed on the below link:

http://dipp.nic.in/English/acts_rules/Rules/trademark_amendment_rule_2017.pdf

24/02/2017

GST Mobile Application

Further to the government’s Digital India initiative, Central Board of Excise and Customs (CBEC) informed via Press Note released on February 23, 2017 that it has launched a mobile application for Goods and Services Tax.

Via this app taxpayers can readily access a host of GST information such as:
 Migration to GST-Approach and guidelines for migration
 Draft Law-Model GST Law, IGST Law and GST Compensation Law
 Draft Rules-Rules related to Registration, Returns, Payment, Refund and Invoice
 Frequently Asked Questions (FAQs) on GST
 Various resources on GST such a videos, articles etc.
 Related Website Links
 Helpdesk/Email Contact

The mobile application enables taxpayers to be well informed of the latest updates on GST. Taxpayers can also provide feedback and contact CBEC’s 24x7 helpdesk “CBEC Mitra” through a toll-free number or email, at the touch of a button.

The GST Mobile Application is a yet another initiative by CBEC towards improving ease of doing business and providing outstanding taxpayer services.

The mobile application can be downloaded free of cost on Android platforms. The iOS version will be made available shortly.

Link to press note:http://www.cbec.gov.in/resources//htdocs-cbec/press-release/launch-cbec-mobileapp.pdf

23/02/2017

Migration of e-Biz portal

Below mentioned RBI services offered through eBiz portal ( http://www.ebiz.gov.in/ ) is migrating to a new platform w.e.f February 27, 2017. Due to migration activities, RBI services will not be available on eBiz portal from February 24, 2017 to February 26, 2017:

a) Reporting of Advanced Foreign Remittance
b) Reporting of FC-GPR
c) Reporting of FC-TRS

Post Migration:

1. .pdf forms will be replaced with web forms.
2. In order to use Digital Signature, one has to register the Digital Signature and install setup file for eMSigner.

Source: https://www.ebiz.gov.in/home

15/02/2017

SEBI: Revision in due date of Submission of Monthly Reports by Custodians of Securities

As per Circular No. IMD/FII&C/30/2008 dated July 21, 2008, SEBI has mandates the custodians to submit the monthly reports by the 7th of the succeeding month.

SEBI vide Circular No. IMD/FPIC/CIR/P/2017/12 dated February 14, 2017, in partial modification of Para 2 of the circular IMD/FII&C/30/2008 dated July 21, 2008 has revised the date for submission of Monthly Reports to by the Custodians of Securities.

Now the custodians shall submit the monthly reports latest by either the end of the third working day of the succeeding month or the 5th of the succeeding month, whichever is later. This circular shall come into effect immediately.

A copy of this circular is available at the web page “Circulars” on our website www.sebi.gov.in.

07/02/2017

SEBI: Integrated Reporting by Listed Entities

SEBI on February 6, 2017 vide Circular no. SEBI/HO/CFD/CMD/CIR/P/2017/10; has mandated the requirement of submission of Business Responsibility Report (‘BRR’) for top 500 listed entities under Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI LODR").
The key principles which are required to be reported by the entities pertain to areas such as environment, governance, stakeholder’s relationships, etc. with a view that today an investor seeks both financial as well as non-financial information to take
a well-informed investment decision.

This integrated report aims to provide a concise communication about how an organisation's strategy, governance, performance and prospects create value over time.

The Circular also mentions the guiding principles for preparation of the integrated report which are prescribed by the International Integrated Reporting Council (‘IIRC’).

The complete circular is available on the below link:

http://www.sebi.gov.in/cms/sebi_data/attachdocs/1486375066836.pdf

19/01/2017

MANDATORY FILING OF VOTING RESULTS IN XBRL MODE: BSE

Bombay Stock Exchange (BSE) on January 18, 2017 issued circular DCS/COMP/20/2016-17.

In continuation to the Circulars to the Companies dated November 30, 2015, March 11, 2016 and March 16, 2016 with regards to mandatory filing of information with the Exchange in electronic mode and with a view to making the disclosure more accurate and efficient, the Exchange had introduced facility of XBRL based reporting for filing of various compliances under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and mandated XBRL filing for the following Regulations:-

Corporate Governance (Regulation 27)
Shareholding Pattern (Regulation 31)

It was observed that since the XBRL filing for the above mentioned regulations has been made mandatory, all companies have been filing their SHP / Corporate Governance Report using XBRL. Along with these two filings, the Exchange has been receiving XBRL filings for Voting Results (Regulation 44) from several companies. It is also found that there are hardly any errors or inconsistencies observed in these filings.

Accordingly, it has been decided that with effect from January 30, 2017, filings in respect of Voting Results (Regulation 44) would be required to be filed mandatorily by all listed entities, through XBRL mode only. Filing of compliances under Regulation 44 in modes other than XBRL format shall not be considered as submission.

Link to circular: http://www.bseindia.com/corporates/Displaydata.aspx?Id=1d43e1c5-24bd-4dc2-8726-2d861495ea32&Page=cir

DCS/COMP/20/2016-17 January 18, 2017

18/01/2017

Ease of doing business: New step by MCA

Form SPICe (INC-32) is being revised w.e.f 21 January 2017 so as to include the functionality of applying for Company PAN and first TAN (allotted by Income Tax Deptt) in the Incorporation form itself.

Applying for PAN / TAN will be compulsory for all fresh incorporation applications filed in the new version of the SPICe form on or after 23 January 2017.

Therefore, filing of SPICe forms (including resubmissions) will NOT be permitted temporarily w.e.f from 1 PM on 20th January until 8 AM on 23rd January, 2017. Thereafter, MCA21 system will accept new version of SPICe for fresh filings, as well as old version of SPICe for filing of previously marked resubmission cases. No PAN or TAN will be allotted for cases which were marked for resubmission prior to 23 January 2017.

Now the revised version of Form SPICe (INC-32) will mandatorily require application for both PAN and TAN also. MCA21 system will auto generate the pre-filled application forms 49A (PAN) and 49B (TAN) after submission of SPICe, which the applicant will be required to download, affix digital signature and then upload both signed forms on MCA21 system as linked forms.

New version of SPICe incorporation applications will be processed only after Forms 49A & 49B are duly signed, uploaded and payment is confirmed by MCA.

PAN (as allotted by Income Tax Deptt) will be printed in the Certification of Incorporation, and TAN will be separately communicated to the applicant by email.

Souce: mca.gov.in

29/12/2016

Companies (Removal of Names of Companies from the Registrar Of Companies) Rules, 2016:

The Ministry of Corporate Affairs vide its notification dated 26th December, 2016 has notified the Companies (Removal of Names of Companies from the Registrar Of Companies) Rules, 2016
These Rules are related to Chapter XVIII, Section 248-252 of Companies Act, 2013 i.e. Removal of Names of Companies from the Registrar of Companies.

This means that Fast Track Exit, FTE scheme will be no longer available.

These rules provide for the following:-

Rule 1. Removal of name of company from Register by ROC on suo-moto basis (pursuant to Section 248(1) of Companies Act, 2013)

Rule 2. Application for removal of name of company (in e-Form STK-2 under Section 248(2) of Companies Act, 2013)

Rule 3. Manner of filing of application (i.e. the e-Form STK-2 shall be digitally signed by the Director)

Rule 4. Form to be certified by CA/CS/CWA in practice

Rule 5. Manner of publication of notice (as required under Section 248(1) or (2), in Form STK 5 or STK 6 respectively and shall also be placed on company’s website)

Rule 6. Manner of notarisation, appostilisation or consularisation of indemnity bond and declaration in case of Foreign nationals or non-resident Indians

Rule 7. Notice of striking off and dissolution of company by the Registrar in Form STK- 7

Rule 8. Application or forms pending before Central Government shall be disposed in accordance with rules made under the Companies Act, 2013.

Link to rules:http://www.mca.gov.in/Ministry/pdf/Rules_28122016.pdf

MCA has also issued a circular that form STK-2 is still under development and not yet available on MCA.

http://www.mca.gov.in/Ministry/pdf/General_Circular_16_2016_26122016.pdf