NOW , FORM ACTIVE (INC -22 A) CANNOT BE FILED WHICH IS MANDATORY FOR EACH & EVERY COMPANY IF IT DOES NOT SATISFY THE FOLLOWING CONDITIONS LIKE COMPANY SECRETARY

NOW , FORM ACTIVE (INC -22 A) CANNOT BE FILED WHICH IS MANDATORY FOR EACH & EVERY COMPANY IF IT DOES NOT SATISFY THE FOLLOWING CONDITIONS.

As per help kit, INC-22A form (ACTIVE) cannot be filed in following cases:

1)	If the number of directors is less than minimum prescribed under the Act.
2)	If DIN status of any director is notapproved.
3)	If the company does not have any KMP (MD/WTD/CEO/CFO/CS) if mandatory as per the Act.
4)	If the company does not have cost auditor if mandatory as per the Act.
5)	If Balance Sheet and annual return for 2017-18 are not filed.
6)	If ADT-1 is not filed for 2018-19.

BREAKING NEWS

COMPANY WHICH HAS NOT APPOINTED A COMPANY SECRETARY – FORM ACTIVE CANNOT BE FILED BY IT UNTIL THE APPOINTMENT OF COMPANY SECRETARY

ALL THOSE COMPANIES WHOSE PAID UP CAPITAL IS 5 CRORE OR ABOVE WILL HAVE TO APPOINT A WHOLE TIME COMPANY SECRETARY WITHIN 2 MONTHS TO KEEP THE STATUS ACTIVE OF THE COMPANY.

NOW , EVERY EMPLOYER HAS TO FILE UNIFIED ANNUAL RETURN ON BONUS PAID WHICH IS TO BE FILED ONLINE BY 1ST FEBRUARY EVERY YEAR UNDER PAYMENT OF BONUS ACT

NOW , EVERY EMPLOYER HAS TO FILE UNIFIED ANNUAL RETURN ON BONUS PAID WHICH IS TO BE FILED ONLINE BY 1ST FEBRUARY EVERY YEAR UNDER PAYMENT OF BONUS ACT

MINISTRY OF LABOUR AND EMPLOYMENT NOTIFICATION

New Delhi,

the 29th January, 2019

G.S.R. 58(E).—Whereas a draft of certain rules further to amend the Payment of Bonus Rules, 1975, among other rules, were published in the Gazette of India, Extraordinary, Part II, Section 3, sub-section (i) vide notification of the Government of India in the Ministry of Labour and Employment number G.S.R. 413(E), dated the 23rd April, 2018, inviting objections and suggestions from all persons likely to be affected thereby, within a period of three months, from the date on which copies of Official Gazette containing the said notification were made available to the public;

And whereas copies of the said Official Gazette were made available to the general public on the 23rd April, 2018;

And whereas the objections and suggestions received on the said draft rules from the public have been considered by the Central Government;

Now, therefore, in exercise of the powers conferred by section 38 of the Payment of Bonus Act, 1965 (31 of 1965), the Central Government hereby makes the following rules further to amend the Payment of Bonus Rules, 1975, namely:—

 1. (1) These rules may be called the Payment of Bonus (Amendment) Rules, 2019.

(2) They shall come into force on the date of their publication in the Official Gazette

.

 2. In the Payment of Bonus Rules, 1975, for rule 5, the following rule shall be substituted, namely:- ‘

5. Annual return.- Every employer shall, on or before the 1st day of February in each year, upload unified annual return in Form D on the web portal of the Central Government in the Ministry of Labour and Employment giving information as to the particulars specified in respect of the preceding year:

 3 Provided that during inspection, the inspector may require the production of accounts, books, registers and other documents maintained in electronic form or otherwise. Explanation.-

 For the purposes of this rule, the expression “electronic form” shall have the same meaning as assigned to it in clause (r) of section 2 of the Information Technology Act, 2000 (21 of 2000).’.

[No. Z-20025/24/2018-LRC] MANISH KUMAR GUPTA, Jt. Secy.

Note: The Payment of Bonus Rules, 1975 was published in the Gazette of India dated the 6th September, 1975 vide notification number G.S.R. 2367, dated the 21st August, 1975 and lastly amended vide notification number G.S.R.1115(E) dated the 6th December, 2016

R V Seckar

Practicing Company Secretary

9848915177,

 rvsekar2007@gmail.com

NOW ,100% FDI under automatic route is permitted only in marketplace model of e-commerce and FDI is not permitted in inventory based model of e-commerce.

NOW ,100% FDI under automatic route is permitted  only in marketplace model of e-commerce and     FDI is not permitted in inventory based model of e-commerce.

Review of policy on Foreign Direct Investment (FDI) in e-commerce 

1.0       To provide clarity to FDI policy on e-commerce sector, Para 5.2.15.2 of the Consolidated FDI Policy Circular 2017 will now read as under:

5.2.15.2 E-commerce activities

Sector/Activity	% of Equity/FDI Cap	Entry Route
E-commerce activities	100%	Automatic

5.2.15.2.1 Subject to provisions of FDI Policy, e-commerce entities would engage only in Business to Business (B2B) e-commerce and not in Business to Consumer (B2C) e-commerce.

5.2.15.2.2 Definitions:

i)    E-commerce- E-commerce means buying and selling of goods and services including digital products over digital & electronic network.

ii)   E-commerce entity-     E-commerce entity means a company incorporated under the Companies Act 1956 or the Companies Act 2013 or a foreign company covered under section 2 (42) of the Companies Act, 2013 or an office, branch or agency in India as provided in section 2 (v) (iii) of FEMA 1999, owned or controlled by a person resident outside India and conducting the e-commerce business.

iii)  Inventory based model of e-commerce- Inventory based model of e-commerce means an e-commerce activity where inventory of goods and services is owned by e-commerce entity and is sold to the consumers directly. 

iv)  Marketplace based model of e-commerce- Marketplace based model of e-commerce means providing of an information technology platform by an e-commerce entity on a digital & electronic network to act as a facilitator between buyer and seller.

5.2.15.2.3 Guidelines for Foreign Direct Investment on e-commerce sector

i)          100% FDI under automatic route is permitted in marketplace model of e-commerce.

ii)         FDI is not permitted in inventory based model of e-commerce.

5.2.15.2.4          Other Conditions

i)          Digital & electronic network will include network of computers, television channels and any other Internet application used in automated manner such as web pages, extranets, mobiles etc.

ii)         Marketplace e-commerce entity will be permitted to enter into transactions with sellers registered on its platform on B2B basis.

iii)        E-commerce marketplace may provide support services to sellers in respect of warehousing, logistics, order fulfillment, call centre, payment collection and other services.

iv)        E-commerce entity providing a marketplace will not exercise ownership or control over the inventory i.e. goods purported to be sold. Such an ownership or control over the inventory will render the business into inventory based model. Inventory of a vendor will be deemed to be controlled by e-commerce marketplace entity if more than 25% of purchases of such vendor are from the marketplace entity or its group companies. 

 v)        An entity having equity participation by e-commerce marketplace entity or its group companies, or having control on its inventory by e-commerce marketplace entity or its group companies, will not be permitted to sell its products on the platform run by such marketplace entity.

vi)        In marketplace model goods/services made available for sale electronically on website should clearly provide name, address and other contact details of the seller. Post sales, delivery of goods to the customers and customer satisfaction will be responsibility of the seller.

vii)       In marketplace model, payments for sale may be facilitated by the e-commerce entity in conformity with the guidelines of the Reserve Bank of India.

viii)      In marketplace model, any warrantee/ guarantee of goods and services sold will be responsibility of the seller.

ix)        E-commerce entities providing marketplace will not directly or indirectly influence the sale price of goods or services and shall maintain level playing field. Services should be provided by e-commerce marketplace entity or other entities in which e-commerce marketplace entity has direct or indirect equity participation or common control, to vendors on the platform at arm’s length and in a fair and non-discriminatory manner. Such services will include but not limited to fulfillment, logistics, warehousing, advertisement/ marketing, payments, financing etc. Cash back provided by group companies of marketplace entity to buyers shall be fair and non-discriminatory. For the purposes of this clause, provision of services to any vendor on such terms which are not made available to other vendors in similar circumstances will be deemed unfair and discriminatory.

  x)       Guidelines on cash and carry wholesale trading as given in para 5.2.15.1.2 of Consolidated FDI Policy Circular 2017 will apply on B2B e-commerce.

xi)        e-commerce marketplace entity will not mandate any seller to sell any product exclusively on its platform only.

xii)       e-commerce marketplace entity will be required to furnish a certificate along with a report of statutory auditor to Reserve Bank of India, confirming compliance of above guidelines, by 30th of September of every year for the preceding financial year.

            Subject to the conditions of FDI policy on services sector and applicable laws/regulations, security and other conditionalities, sale of services through e-commerce will be under automatic route.

3.0       The above decision will take effect from 01 February, 2019.

 How recent FDI policy changes in e-commerce will impact E-Commerce Operators in India .

It will be a major jolt to Walmart’s $16 billion acquisition of Flipkart and Amazon’s $5 billion bet on India, the government announced changes to the foreign direct investment (FDI) policy for the e-commerce sector that could trigger a shakeup in the way leading platforms such as Amazon and Flipkart conduct business in the country.

The move should mollify brick-and-mortar retailers, which have had a longstanding grievance against ecommerce sites for offering discounts to win over customers.

A new rule inserted in the policy bars any entity related to ecommerce platforms from selling on that site and imposes a limit on how much one vendor can sell on a particular portal.

The policy also prohibits e-commerce platforms from giving any preferential treatment to any supplier.

NOW , IT IS MANDATORY TO INCLUDE A STATEMENT IN BOARD’S REPORT THAT COMPANY HAS COMPLIED THE PROVISION REGARDING CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

NOW , IT IS MANDATORY TO INCLUDE A STATEMENT IN BOARD’S REPORT THAT COMPANY HAS COMPLIED THE PROVISION REGARDING  CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION,  PROHIBITION AND REDRESSAL) ACT,  2013 

ORIGIN OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE ACT 2013

Sexual Harassment of Women at Work Place Act 2013 has been enacted on the basis of honorable Supreme Court direction in the case of Vishaka v. State of Rajasthan.

SUPREME COURT IN VISHAKA V. STATE OF RAJASTHAN.

In this case Supreme Court of India for the first time recognized, acknowledged and explicitly defined sexual harassment as an – unwelcome sexual gesture or behavior aimed or having a tendency to outrage the modesty of woman directly or indirectly.

Defining sexual harassment as an act aimed towards gender based discrimination that affects women’s right to life and livelihood, the Supreme Court developed broad based guidelines for employers. This mandatory guidelines known as Vishaka guidelines .

APPLICABILITY 

Committee is to be set up (if you employ more than 10 women employees)

VISHAKA GUIDELINES

Some of the important guidelines are:

·       The onus to provide a harassment free work environment has been laid down on the employers who  are required to take the following steps:

·       Employers must form a Complaints Committee.

·   Express prohibition of sexual harassment in any form and make the employees aware of the implications through in house communication system / posters / meetings.

·       Must include prohibition of sexual harassment with appropriate penalties against the offender in Conduct rules.

·   Prohibition of sexual harassment in the standing orders under the Industrial Employment (Standing Orders) Act, 1946 to be included by private employers.

·  Provision of appropriate work conditions in respect of- work, leisure, health, hygiene to further ensure that there is no hostile environment towards women.

·  No woman employee should have reasonable grounds to believe that she is disadvantaged in connection with her employment.

·  Victims of sexual harassment to be given an option to seek transfer of the perpetrator or their own transfer of the perpetrator or their own transfer.

NOW IT IS MANDATORY TO INCLUDE IN THE BOARD’s REPORT

Now , it is mandatory that the Board Report must contain Disclosure Regarding a statement that company has complied the provision regarding  Constitution of Internal Complaints Committee Under the Sexual Harassment of Women at work Place (Prevention,  Prohibition and Redressal) Act,  2013  which is made mandatory by Ministry of Corporate  Affairs by 31st July,  2018 through Companies (Accounts)  Amendment Rules,  2018.

EVERY CORPORATE WHETHER LISTED OR UNLISTED OR PRIVATE OR PUBLIC  HAS TO FOLLOW MANDATORIY

Every corporate whether listed or unlisted or private or public  has to take note of same while preparing their Board Report pursuant to Section 134 of companies Act,  2013  and other applicable provision and rules thereof.

APPLICABILITY 

It is applicable to all the companies Board’s Report for the

 Annual General Meeting to be held on or before 30th

 SEPTEMBER 2018.

MCA TO CLARIFY WHETHER WOMEN EMPLOYEE HARASSMENT REPORT APPLIES TO SMALL COMPANIES AND OPCs?.

IN THE SAME MCA CIRCULAR DATE 31ST JULY 2018 – MCA HAS PROVIDED CHANGES IN BOARD’S REPORT FOR OPC AND SMALL COMPANIES. However , there is no mention in the new directors report for OPC & Small companies about the statement to be included about the sexual harassment of women employees.

However , the above circular uses the word  “Every corporate” which means it should also applicable to OPCs and Small companies also. Thus , MCA should clarify whether  harassment of women employees report has to be included in the director’s report of small companies & OPCs or not.

Now , it is mandatory to mention latitude and longitude of the assets charged with MCA through CH-4 or CH-9 Form.

Now , it is mandatory to mention latitude and longitude of the assets charged with MCA through CH-4 or CH-9 Form.

Corporate India will have to furnish the geo-location data of tangible assets appearing on the balance sheet with the government seeking to establish stringent norms for verifying the details of the properties as recorded with the Registrar of Companies as “Charges for the Company.”

Revising disclosure standards, the ministry of Corporate Affairs has told companies that supplying the latitude and longitude of their tangible assets is now mandatory.

Company Secretaries and asset managing teams might now be engaged with the Google Maps with MCA now revising the form CH 1 and 8 to include a column on the latitude and longitude of asset concerned.

Both forms pertain to application for the creation and modification of charges on a company and were modified through a gazette notification this month.

If the type of the charge is immovable property or any interest thereon , the location parameters  (Latitude and longitude ) shall be mandatory.

As per ICSI President , it is a unique move as there were instances wherein the property entered in the charge registration form is not identifiable and it takes years to take correct positions and location of the property. It will also helpful to the lending institutions and the data would be verifiable on the line with the latitude and longitude.

If the latitude and longitude is made part of the loan agreement itself , the verification process would be more accurate and help all categories of professionals.

The latest move follows the requirement to authenticate the Aadhaar on the  ministry’s e-governance platform. Mandatory geo-location data should ensure stricter documentation and verification of companies and their liabilities.

Highlighting the difficulties that arise when creditors want to review charges , ICSI President said that there are instances where the address details have been charged. Further , if a property is located in a remote area , it can only be identified by the revenue department records and it is very difficult to get the location of the property.