Power of ROCs to obtain declaration/affidavits from subscribers/first directors at incorporation

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Circular No: 11/2013, Dated: 29th May, 2013

Sub: Power of ROCs to obtain declaration/affidavits from subscribers/first directors at the time of incorporation.

The matter of protection of interest of investors, including depositors, is very important to ensure healthy corporate capital market environment in the country. The recent instances of raising of monies by companies in a manner which is opaque/convoluted, non-accountable and which does not protect interests of depositors have been taken note of by the Ministry seriously.

Keeping in view the need to protect the interest of investors and ensure that companies raise monies in accordance with the provisions of the Companies Act/Deposit Rules, it is clarified that in exercise of the powers under the Companies Act, the Registrar of Companies may obtain declaration/affidavits from subscribers/first directors first at the time of incorporation and from directors, subsequently whenever company changes its objects, to the effect that company/directors shall not accept deposits unless compliance with the applicable provisions of Companies Act, 1956, RBI Act, 1934 and SEBI Act, 1992 and rules/directions/regulations made there under are duly complied and filed with the concerned authorities.

Comprehensive guidelines on Offer For Sale (OFS) of Shares by Promoters through the Stock Exchange Mechanism

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CIRCULAR No. CIR/MRD/DP/17 /2013 , Dated – May 30, 2013

Sub: Comprehensive guidelines on Offer For Sale (OFS) of Shares by Promoters through the Stock Exchange Mechanism.

1. This is with reference to the comprehensive guidelines on sale of shares through OFS mechanism issued vide circular no CIR/MRD/DP/18/2012 dated July 18, 2012 and amended vide circular CIR/MRD/DP/04/2012 dated January 25, 2013.
2. The aforesaid circular is amended as under:

2.1. Para 5 (b) shall be replaced by the following:

“Seller(s) shall announce the intention of sale of shares at least on the day prior to the offer for sale, along with the following information:”.

2.2. Para 5 (b) (i) to (viii) shall remain the same.

3. All other conditions for sale of shares through OFS framework shall be as per SEBI Circular CIR/MRD/DP/18/2012 dated July 18, 2012 and circular CIR/MRD/DP/04/201 2 dated January 25, 2013.
4. Stock Exchanges are directed to bring the provisions of this circular to the notice of the stock brokers and also disseminate the same on their website.

5. This circular is being issued in exercise of powers conferred under Section 11 (1) of the Securities and Exchange Board of India Act, 1992 to protect the interests of investors in securities and to promote the development of, and to regulate the securities market.

Scrutiny Assessment Void if not as Per CBDT Scrutiny Guidelines

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INCOME TAX APPELLATE TRIBUNAL

DELHI BENCH “B” NEW DELHI

BEFORE SHRI B.R. MITAL : JUDICIAL MEMBER

&

SHRI B.R. JAIN : ACCOUNTANT MEMBER

ITA no. 3630/Del/2009 – Asstt. Yr: 2006-07

M/s Crystal Phosphates Ltd. Vs. Asstt. Commissioner of Income-tax

ITA no. 4002/Del/2009 – Asstt. Yr: 2006-07

Asstt. Commissioner of Income-tax Vs. M/s Crystal Phosphates Ltd.

 

Once the CBDT has issued instructions for assumption of jurisdiction for selection of cases of corporate assesses for scrutiny and assessment thereof, the same have to be followed in letter and spirit by the AO . The burden lies on the authority assuming jurisdiction to show and establish that such instructions have duly been complied and satisfied in letter and spirit. However, in the instant case, for the reasons stated above, instructions issued by the CBDT are not shown to have been satisfied for assumption of jurisdiction. Thus, we are in agreement with the contention raised by the appellant that notice issued u/s 143(2) of the Act for assumption of jurisdiction was not in terms of the instructions of the CBDT.
Hence, both the notice and the assessment framed are held to be without valid jurisdiction and stand quashed as such.

Income Tax Dept. Sent Letters to Another Batch of 35,000 Non-Filers

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Income Tax Department Sent Letters to Another Batch of 35,000 Non-Filers; Government Once Again Urges all Tax Payers to Disclose Their True Income and Pay Appropriate Taxes

As part of its ongoing initiative, the Income Tax Department has sent today i.e. 27^th May, 2013 letters to another batch of 35,000 non-filers. These persons were part of around 12 lakh non-filers identified as a result of data matching exercise. With this latest batch, the IT Department has now issued letters in 1,75,000 high priority cases.
The response to this initiative has been very encouraging and a large number of taxpayers have paid taxes and filed Income tax Returns. A compliance management cell has been set-up to monitor return filing and tax payment of the target segment.
The Income Tax Department has also initiated a Data Warehouse and Business Intelligence (DW & BI) Project to develop an integrated platform for effective utilisation of information to promote voluntary compliance and deter non-compliance.
The Government once again urged all the tax payers to disclose their true income and pay appropriate taxes.

Documents to be submitted with Annual Reports by listed company

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The SEBI circular No. CIR/CFD/DIL/7/2012 dated August 13, 2012 had inter-alia amended the clause 31(a) of the Listing Agreement by advising the listed companies to submit the following forms, as may be applicable, along with copies of annual reports submitted to Stock exchanges:
Form A: Unqualified/Matter of Emphasis Report
Form B: Qualified/Subject to/Except for Audit Report
The companies are required to ensure that
1) Form A or Form B as applicable is submitted with copies of the Annual Report to the Stck Exchanges where they are listed. Non-submission of Form A & B may be treated as non-submission of Annual Report and thus non-compliance with clause 31(a) of the listing agreement
2) The relevant Form, i.e. Form A/B is submitted. Submission of incorrect Form may be treated as non-submission.
3) Form A or Form B is signed by ALL the four entities mentioned in the SEBI circular i.e. CEO/ MD, CFO, Auditor and the Chairman of the Audit Committee, as per SEBI clarification. Form A or Form B not signed by all four mandated entities would be considered as incomplete submission.
4) Management comments are also submitted on the Auditors qualifications in case Form B is submitted. Companies are advised to comply with the above and extant provisions of the said SEBI circular.

Officers of Customs having jurisdiction on Duty Free Shops appointed as CE Officers

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Seeks to allow duty free sale of goods manufactured in India to the International passengers or members of crew at the DFSs located at the arrival / departure hall of International Airports and specify the procedures relating thereto.

NOTIFICATION NO 08/2013 Central Excise (N.T.), Dated: May 23, 2013

In exercise of powers conferred by clause (b) of section 2 of the Central Excise Act, 1944 read with sub-rule (1) of rule 3 and rule 33 of the Central Excise Rules, 2002, the Central Board of Excise and Customs makes the following further amendment in the notification No.38/2001-Central Excise (N.T.) dated the 26th June, 2001 [G.S.R. 467 dated 26th June, 2001], namely: -

In the said notification, in the TABLE, after S.No.9 and the entries relating thereto in column (2) and (3), the following shall be inserted, namely:-

(1)	(2)	(3)
“10.	Officers of Customs under whose jurisdiction the godowns and retail outlets of Duty Free Shops at the International Airport are located, namely:-1. Commissioner 2. Commissioner (Appeals) 3. Additional Commissioner 4. Joint Commissioner 5. Assistant Commissioner or Deputy Commissioner 6. Superintendent/Appraiser 7. Examiner/Preventive Officer/Inspector	1. Commissioner 2. Commissioner (Appeals) 3. Additional Commissioner 4. Joint Commissioner 5. Assistant Commissioner or Deputy Commissioner 6. Superintendent 7. Inspector”

No Need of registration of godown or retail outlet of a Duty Free Shop

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Seeks to allow duty free sale of goods manufactured in India to the International passengers or members of crew at the DFSs located at the arrival / departure hall of International Airports and specify the procedures relating thereto.

NOTIFICATION NO. 09/2013 Central Excise (N.T.), May 23, 2013

In exercise of powers conferred by sub-rule (2) of rule 9 of the Central Excise Rules, 2002, the Central Board of Excise and Customs makes the following further amendment in the notification No.36/2001-Central Excise (N.T.) dated the 26th June, 2001 (GSR 465 E dated 26th June, 2001) , namely:

In the said notification, after para (2), the following shall be inserted, namely:-

“(2A) hereby declares that where a godown or retail outlet of a Duty Free Shop is appointed or licensed under the provisions of sections 57 or 58 of the Customs Act, 1962 (52 of 1962), as the case may be, such godown or retail outlet shall be deemed to be registered as warehouse under rule 9 of the Central Excise Rules, 2002.”

[F.No.209/08/2011-CX.6]