Tuesday, 1 May, 2018 - Tuesday, 15 May, 2018

Vistra India Update 351

COMPANY LAW

Companies (Appointment and Qualification of Directors) Second Amendment Rules, 2018

Ministry of Corporate Affairs has provided additional restriction with regard to qualification of Independent Director. The amended rules provide that none of the relatives of an independent director,

(i) is indebted to the company, its holding, subsidiary or associate company or their promoters, or directors; or

(ii) has given a guarantee or provided any security in connection with the indebtedness of any third person to the company, its holding, subsidiary or associate company or  their promoters  or directors of such holding company, for an amount of fifty lakhs rupees, at any time during the two immediately preceding financial years or during the current financial year

Click to view the circular.

Companies (Audit and Auditors) Amendment Rules, 2018

Ministry of Corporate Affairs has amended Companies (Audit and Auditor) Rules 2014 to

Remove the requirement of ratification of appointment of auditors by the shareholders in every general meeting

Remove the clause clarifying the devolution of liability only on the concerned partner or partners in case of any criminal liability of any audit firm

Provide that the report of the auditor shall state about existence of internal financial controls with reference to financial statements and its operating effectiveness instead of adequate internal financial controls system.

Click to view the circular.

Companies (Meetings of Board and its Powers) Amendment Rules, 2018

Ministry of Corporate Affairs has amended Companies (Meetings of Board and its Powers) Rules 2014 to provide that:

Where there is quorum in a meeting through physical presence of directors, any other director may participate through video conferencing or other audio visual means even in respect of matters not to be dealt with in a meeting through video conferencing or other audio visual means

A resolution passed at a general meeting in terms of sub-section (3) of section 186 to give any loan or guarantee or investment or providing any security or the acquisition under sub-section (2) of section 186 shall specify the total amount up to which the Board of Directors are authorized to give such loan or guarantee, to provide such security or make such acquisition

Click to view the circular.

Companies (Registration offices and Fees) Second Amendment Rules, 2018

Ministry of Corporate Affairs has amended Companies (Registration of office and fees) Rules 2014 to:

Allow 15 days’ time for rectification of defects, if any, in case of reservation of name through web services – RUN

Provide additional fees for delay in filing various specified forms

Click to view the circular.

Companies (Prospectus and Allotment of Securities) Amendment Rules, 2018

Ministry of Corporate Affairs has amended Companies (Prospectus and Allotment of Securities) Rules 2014 to omit the clauses relating to information to be stated in the Prospectus, Guidance on period for which the information to be provided in certain cases etc.

Click to view the circular.

Companies (Share capital and Debentures) second Amendment Rules, 2018

Ministry of Corporate Affairs has amended Companies (Share Capital and Debentures) Rules 2014 to remove the restriction on issue of Sweat Equity to permanent employees working for less than 1 year.

Click to view the circular.

Notification of Effective date for certain provision of Companies Amendment Act, 2017

Ministry of Corporate Affairs appoints 7th May, 2018 as the effective date on which certain section of Companies Amendment Act, 2017 will be effective. The important sections notified to be effective are:

  1. Explanation of definition of significant influence
  2. Amended Definition of small company
  3. Removal of restriction with regard to issue of Sweat Equity within a year of commencement of business by the Company
  4. Requirement with regard to filing of certain resolutions and agreement
  5. Requirement with regard to submission of consolidated financial statement
  6. Requirement with regard to filing of financial statements with the Registrar
  7. Requirement with regard to ratification of appointment of auditor
  8. Relaxation to newly incorporated company with regard to number of days of stay in India by the resident director
  9. Relaxation with regard to appointment of a person as director of a Company which has defaulted in filing the financial statements, returns or which has failed to refund the deposits
  10. Replacement of section 185 with regard to Loans to Director

Click to view the circular.

GOODS AND SERVICES TAX

Waiver of late filing fee for late filing of Form GSTR 3B in certain cases

The Central Board of Excise and Customs (CBEC) vide Notification No. 22 2018 on recommendation from the GST Council waives the late fee payable under section 47 of the said Act for failure to furnish the return in FORM GSTR-3B by the due date for each of the months from October, 2017 to April, 2018.

This waiver is applicable only for the class of registered persons whose declaration in FORM GST TRAN-1 was submitted but not filed on the common portal on or before the 27th day of December, 2017.

Further, it is required that such registered persons should have filed the declaration in FORM GST TRAN-1 on or before the 10th day of May, 2018 and the return in FORM GSTR-3B for each of such months should be filed on or before the 31st day of May, 2018.

Click to view the circular.

CUSTOMS

Publishing of rate of exchange for conversion of the foreign currency

The Central Board of Excise and Customs (CBEC) vide Notification No. 35 /2018 - Customs (N.T.) notified the rate of exchange for conversion of the foreign currency into Indian currency or vice versa for Export and Import of goods, with effect from 4th of May 2018. 

Click to view the circular.

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