Highlights of Companies (Amendment) Ordinance 2019

1. Commencement Certificate is mandatory now to be obtain within 6 months of Incorporation without which, it can not commence its business activity or borrow money.
2. The ROC can strike off a company if the address of Regd Office is bogus or incomplete/ improper address. 
3. Conversion of Public Ltd to Pvt Ltd matters shifted from NCLT to Regional Director.
4. Company cannot issue shares at discount - heavy penalty imposed on violation. 
5. Alteration of Authorised Capital to be intimated within 30 days, default - penalty Rs. 1000 per day or Rs. 5 Lakh, whichever is less.
6. Creation of charge filing with ROC -  time limit reduced from 300 days to 60 days. 
7. Wrong statement/ information in filing Charge forms with ROC may lead to misrepresentation and jail.
8. Annual Return should be filed within 60 days from AGM, failure to this, penalty of 100 per day to Company and directors max 5 Lakh apart from ROC delay charges is applicable. 
9. Penalty of Rs. 5 lakh to Company Secretary certifying wrong Annual Return. 
10. Explanatory statement to be given with Notice of General Meeting must contain all details as required by Law, if no detail/short detail/misleading - penalty for Company, Directors and KMP is Rs. 50,000
11. Filing of Resolutions with ROC - Penalty for delay increased. Rs. 500 for each day of delay up to a maximum of Rs. 25 Lakh
12. Filing of Balance sheet with ROC within time limit - Failure is costly for Company + Directors both. Penalty of Rs. 100 per day and Rs. 1 lakh to Company and Director each. 
13. Resignation of Auditor must be filed by the resigning Auditor within 30 days, failure to which the resigning Auditor is liable for penalty of Rs. 50,000 and Rs. 500 per day. 
14. A director can not become director in  more than 20 companies. If he continues, he becomes disqualified. 
15. Appointment of CS on payroll (Pvt Co having paid-up capital 5 crore and above) is mandatory.
16. ROC may strike off a company if subscribers have not paid initial share capital after incorporation of a Company within 6 months.

GST - Changes in Turnover Threshold and Composition Scheme

The GST Council held its 32nd meeting on 10-Jan-2019 and took the following decisions.

Changes in Composition Scheme

Increase in turnover threshold: The limit of annual turnover in the preceding financial year for availing composition scheme for goods shall be increased from the existing Rs. 1 crore to Rs 1.5 crore. Special category States will decide, within one week, about the composition limit in their respective States.

Composition Scheme for Services: A composition scheme shall be made available for suppliers of services (or mixed suppliers) with a tax rate of 6% (3% CGST + 3% SGST) having an annual turnover in preceding financial year up to Rs 50 lakhs.

The said scheme shall be applicable to both service providers as well as suppliers of goods and services, who are not eligible for the presently available composition scheme for goods.

Reduced Compliance: File only one annual return. However, payment of taxes would remain quarterly along with a brief declaration.

Changes for Regular Dealers

Higher Exemption Turnover Threshold for Goods Supplier: There would be two threshold limits for exemption from registration and payment of GST for the suppliers of goods i.e. Rs 40 lakhs and Rs 20 lakhs. States would have an option to decide about one of the limits within a weeks’ time.

Turnover Threshold for Service Providers: The threshold for registration for service providers would continue to be Rs 20 lakhs and in case of Special category States Rs 10 lakhs.

Effective Date

The above changes shall be made operational from the 1 st of April, 2019.

Other Proposed Matters for Future

1. Free Accounting and Billing Software shall be provided to small taxpayers by GSTN.
2. Composition scheme for residential real estate sector.
3. GST rate structure on lotteries.

Revenue mobilization for natural calamities: GST Council approved levy of cess on intra-state supply of goods and services within the State of Kerala at a rate not exceeding 1% for a period not exceeding 2 years.

These changes would be given effect to through Gazette notifications/circulars in a few days.