FOR PRESENTATION AT

GREATER NOIDA CPE STUDY CIRCLE

OF _
HONDA GROUP OF COMPANIES ;D
23/05/2024 f—
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ADVISORS

SEMINAR ON MSME &

RELEVANT AMENDMENTS
IN COMPANIES ACT, 2013
 MSMEs — Necessary
Compliance & Related
Amendments

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MSME Compliance under
Companies Act

SSSSSSSS
 eForm MSME -1

« Introduced by the MCA in a notification dated January 22, 2019.

« A. PURPOSE OF E-FORM: Purpose of this form is to inform ROC

about default in payment by Companies to their MSME (Micro
and small) vendors.
- B. APPLICABILITY: If a Company (All type of companies) fulfill
the below mentioned criteria, then such company needs to file
e-form MSME-1.
i. Company is having MSME register vendors.
ii. Company made payment to such MSME vendor after 45
days from date of acceptance of goods/ services during the
half year.
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ADVISORS
 eForm MSME -1

« C. TIME PERIOD: Every company which fulfills the applicability

criteria shall file MSME-1 with ROC every half year.
For April to September - Due Date is 31st October
For October to March - Due Date is 30th April
*No need to file MSME form in case of NIL transactions or no
MSME delayed transactions.

D. FEES FOR MSME-1: Zero Fees Form

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ADVISORS
 eForm MSME -1

Important Pointers concerning the eForm

i. Total Outstanding amount: In this column mention all the
outstanding payments to MSME vendor made after 45 days
during the half year or payment pending for payment even after
expiry of 45 days at end of half year
ii. Total Outstanding amount:
Financial Year
®ao0oTaQ

Name of Supplier
PAN of Supplier
Amount Due
Specify the date from which amount due
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ADVISORS
 eForm MSME -1

Important Pointers concerning the eForm

iii. Reason for delay in payment: In this column company have to
mention the actual reason because of which delayed beyond 45
days in payment to MSME Vendors has occurred. Some possible
reasons could be:
« Invoice not received on time
- There was some issue in goods/ services
« Disputed Amount
« Any technical issue from bank side. Etc.

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ADVISORS
 eForm MSME -1

Important Pointers concerning the eForm

iv. CONSEQUENCES ON NON-FILING:
i. Consequence —
Additional Fees: As e-form MSME-1is a NIL Fee Form. Further, CG has
not prescribed any additional fees on MSME-1. Therefore, even if
company has filed its MSME-1 after due date it is not required to pay
any additional fees.
ii. Penalty - As per Section 450, prescribed penalty in case of default
of section 405 of Companies Act, 2013.

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ADVISORS
 eForm MSME -1

Penalty on Company:
A penalty of ten thousand rupees, and
In case of continuing contravention, with a further penalty of one
thousand rupees for each day after the first during which the
contravention continues, subject to a maximum of two lakh rupees
in case of a company.

Penalty on Director: Fifty thousand rupees in case of an officer who

is in default or any other person.

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ADVISORS
 eForm MSME -1

Query:
If Vendor is registered under MSME but in ‘Medium’ category.
Whether Company should consider such vendor for MSME-1?
As per MCA notification, Companies must give details of only ‘Micro
and Small’ registered vendors in MSME-1.
If a MSME vendor is registered as Medium category, then there is no
need to mention the same in MSME-1.

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ADVISORS
 eForm MSME-1 -
Analysis of order File No. ROC(B)/Adj.Ord.454-405/Samsung R&D
/Co.N0.35309/2023/ Date: 15.1.2023

ADJUDICATION ORDER IN THE MATTER OF SAMSUNG R&D INSTITUTE-

INDIA-BANGALORE PRIVATE LIMITED
I. FACTS OF THE CASE:
a.The company was required to file MSME-1 for the period April 2022
to September 2022 by October 31, 2022, and October 2022 to
March 2023 by April 30, 2023, with ROC.
b.On July 25, 2023, the company filed both durations MSME-1 by
making a default of 266 days and 85 days respectively.
c.Non-compliances of section 405 are calculated from November
01, 2022, to July 25, 2023 and May 01, 2023 to July 25, 2023
respectively for both delayed return filed.
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ADVISORS
 eForm MSME — 1 - Analysis of order File No. ROC(B)/Adj.Ord.454-
405/samsung R&D /Co0.N0.35309/2023/ Date: 15.11.2023

ADJUDICATION ORDER IN THE MATTER OF SAMSUNG R&D INSTITUTE-

INDIA-BANGALORE PRIVATE LIMITED
PENALTY FOR Default Instance I: November 01, 2022, to July 25, 2023 — Delay of 266

S. Particulars of | CaIQJGt\i:); of penalty Maximum Penalty

No. noticee ~ penalty imposed
T [Company |Rs285000 | 300000| Rs.285000
(20000 + 1000 x 265) B
"2| YoonChangKim, | Rs. 285,000 300000 | Rs 285000
Director (20000 + 1000 265) |
3 |DipeshAmitd |Rs285000 | 300000 | Rs.285000 .
| shahDiecor | 0000+ 1000x265) | _ et
ADVISORS
 eForm MSME — 1 - Analysis of order File No. ROC(B)/Ad].0Ord.454-
405/samsung R&D /C0.N0.35309/2023/ Date: 15.11.2023

ADJUDICATION ORDER IN THE MATTER OF SAMSUNG R&D INSTITUTE-

INDIA-BANGALORE PRIVATE LIMITED
PENALTY FOR Default Instance Ii: May 01, 2023 to July 25, 2023-Delay of 85 days
S. | Particulars of ‘Calculation ofpenalty Maximum | Penalty :
No. noticee | - ~ penalty imposed |
1. | Company | Rs. 1,04,000 300000 Rs.1,04,000]
1 Jewcomsy
2. | Yoon Chang Kim, | Rs. 1,04,000
|
3,00,000 Rs. 1,04000 |
Director (20000 + 1000
x 84) o S
"3 |DipeshAmital | RS 104000 | 300000 | Rs.104000 B
Shah, Director (20000 + 1_990)(84) ) dugain
ADVISORS
Relevant Provisions of MSMED Act

SSSSSSSS
 Provisions of MSMED Act

Section 15: In no case the period agreed upon between the supplier
and the buyer for payment of invoice in writing shall exceed forty-
five days from the day of acceptance or the day of deemed
acceptance.

Section 16: Where any buyer fails to make payment of the amount
to the supplier, as required under section 15, the buyer shall,
notwithstanding anything contained in any agreement between
the buyer and the supplier or in any law for the time being in force,
be liable to pay compound interest with monthly rests to the
supplier on that amount from the appointed day or, as the case
may be, from the date immediately following the date agreed
upon, at three times of the bank rate notified by the Reserve Bank. =B
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ADVISORS
 Provisions of MSMED Act

Section 22: Where any buyer is required to get his annual accounts audited under any law
for the time being in force, such buyer shall furnish the following additional information in his
annual statement of accounts, namely:-
(i)the principal amount and the interest due thereon (to be shown separately) remaining
unpaid to any supplier as at the end of each accounting year;
(ii) the amount of interest paid by the buyer in terms of section 16, along with the amount of
the payment made to the supplier beyond the appointed day during each accounting year;
Eiii) the amount of interest due and payable for the period of delay in making payment
which have been paid but beyond the appointed day during the year) but without adding
the interest specified under this Act;
(iv) the amount of interest accrued and remaining unpaid at the end of each accounting
year; and
(v) the amount of further interest remaining due and payable even in the succeeding years,
until such date when the interest dues as above are actually paid to the small enterprise, for
the purpose of disallowance as a deductible expenditure under section 23. _D

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ADVISORS
Relevant Issues under Income Tax
Act — Section 43B(h)

SSSSSSSS
 Section 43(b)(h) — Income Tax Act

Is it mandatory that supplier should have registration under the

MSMED Act, 2006 to attract the disallowance u?s 43B(h)?
Yes.
Meaning of Supplier as per Sec 2(n) of MSMED Act means a micro or
small enterprise, which has filed a memorandum with the authority
referred to in sub-section (1) of section 8.
Therefore only those micro and small enterprises who have
obtained UDYAM registration shall be eligible to obtain benefit of
section 43B (h).

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ADVISORS
 Section 43(b)(h) — Income Tax Act

Whether section 43B(h) is applicable for dues outstanding to

traders having MSME registration?

The Central Government, through an office memorandum dated

July 2, 2021, permitted traders to register under UDYAM using NIC
Codes 45, 46, and 47, but with certain Ilimitations. The
memorandum explicitly mentions that the benefit for MSMEs
engaged in retail and wholesale trading is limited to Priority Sector
Lending.
Consequently, other benefits provided by the MSMED Act do not
extend to traders. Therefore, traders are not eligible for the benefits
outlined in section 15 of the MSMED Act, and consequently, section
43B (h) cannot be applied to outstanding dues owed to traders. =B
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ADVISORS
 Section 43B(h) — Income Tax Act

How 3qr-end provisions will be dealt with for disallowance under

43B (h)?

In accordance with section 15 and section 2(b) of the MSMED Act,

2006, payment must be completed within 15/45 days from the
actual delivery of goods or services.
Consequently, if provision is made but the actual delivery of goods
or services doesn't occur by the year's end, no disallowance can be
applied under section 43B (h).

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ADVISORS
 Section 43B(h) — Income Tax Act

What if the buyer makes payment to the supplier after 15/45 days,
but before the end of the financial year?

When payment is made beyond the time period but before ending
financial year, in such a case deduction can be allowed in the
same financial year in which liability accrued.

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ADVISORS
 Section 43B(h) — Income Tax Act

Can disallowance be attracted under section 43B (h) for dues

outstanding in relation to capital expenditure?

Under the Income Tax Act, capital expenditure is not considered an

allowable expense. Therefore, no disallowance will occur under
section 43B (h) for outstanding dues related to capital expenditure.

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ADVISORS
 Section 43B(h) — Income Tax Act

What if the buyer makes payment to the supplier after 15/45 days,
but before filing the return of income for that financial year?

Following the amendment to the initial proviso in section 43B, the

benefit outlined in the initial proviso won't be accessible for
payments owed to micro and small enterprises.
Consequently, even if the payment is made before filing an income
tax return, the deduction can only be claimed in the year when the
actual payment is made, not in the year of accrual.

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ADVISORS
 Section 43B(h) — Income Tax Act

Disallowance under 43B (h) can be attracted for assessee opting

presumptive taxation i.e., 44AD/44ADA[44AE etc.?

Where an assessee opt for presumptive taxation, section 43B does

not apply to him. So the question of allowance or disallowance
does not arise.

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ADVISORS
 Section 43B(h) — Income Tax Act

Status of expenses booked after March 15, where 15 days period

has not expired on 31st March

If any amount remains payable to a micro or small enterprise at

the end of the year but is paid in the following year within the
timeframe permitted under Section 15 of the MSMED Act, it will be
deductible in the year it was incurred.
However, if there is a delay beyond the time limit specified in
Section 15 of the MSMED Act, such payments will only be deductible
in the year of payment, even if the payment is made before the due
date of the Income Tax Return applicable to the assessee.

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ADVISORS
 Section 43B(h) — Income Tax Act

What if cheque paid to supplier remains unpaid? Can | escape

disallowance
In a scendrio where an assessee issues d cheque to an MSME
supplier, and due to certain circumstances, the supplier fails to
encash it within the due date, the judgment of the Honourable High
Court of Punjab and Haryana in the case of CIT v. Hindustan Wire
Products Ltd. [2002] 120 Taxman 744 (Punjab & Haryana) suggests
that disallowance under section 43B of the Act should not be
applicable. However, the company will need to provide evidence to
prove the supplier's default in encashing the cheque, including:
a) A copy of the cheque indicating the date of payment.
b) A copy confirming the delivery of the cheque to the supplier,
within the stipulated timeframe. =B
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ADVISORS
 Section 43B(h) — Income Tax Act

Whether deduction is allowed if payment is not made within 15/45

days to Medium Enterprises?
Section 43B (h) covers only micro and small enterprises.
It does not cover medium enterprises.

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ADVISORS
 Section 43B(h) — Income Tax Act

Whether deduction is allowed if payment is not made within 15/45

days to Medium Enterprises?
Section 43B (h) covers only micro and small enterprises.
It does not cover medium enterprises.

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ADVISORS
Recent Amendments in
Companies Act, 2013

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 Financial Statements
Reckoner - Companies
Act, 2013

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 Definition of Small Company — Evolution over time|
Inserted rule 2(1)(t) vide =3 Amended rule 2(1)(t) vide
Amended section 2(85) vide
Companies (Ameo y Act Compames (Specification of Companies (Specification of [—
Definitions Details) Amendment definition details) Amendment
Rules, 2021 Rules, 2022

CG’s power to prescribe

higher
amount increased upto

TO<Rs.20cr. TO <Rs. 100 cr.

Quick snapshot of advantages to a Small Co. I Rationale behind the amendment as per
1
* Cash Flow Statement not required 1
1 » To promote ease of doing business
« 2 Board Meetings per FY are sufficient — min. gap 90 days 1
1 » Cover more start-ups under the ambit
« Signing of annual retum — by CS. if any. otherwise by any director 1
1 * Reduce compliance burden
* Lesser amount of penalties for non-compliances 1 * To promote entrepreneurship culture
1
* Rotation of statutory auditors not required 1
1 In an earlier move, MCA vide its potification dated
1
« Abridged format of director’s report 1 01.02.2021. has included small companies under the fast
* Abridged annual return in MGT-7A : track route of merger (sec. 233). D

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ADVISORS
 INVESTMENTS FROM NEIGHBORING
~ COUNTRIES UNDER STRINGENT SCAN OF GOI
v’ FDI related amendment
Any entity or a citizen of a country sharing land border with India, which intends to
invest in India will need to take prior approval from GOI for investing in the shares
of the Company. Here the amendment will come into play in following cases:
* In case of purchase of shares directly from the Company, or
* In case of purchase of shares from existing shareholders.

v Amendments brought by MCA

The Indian Company issuing shares needs to enquire about the status of the
proposed shareholder. In case the proposed shareholder is from a country
sharing land border with India, the Company needs to ensure that prior
approval is taken by the proposed shareholder from GOI. Thus, to make sure
that approval has been taken, MCA has amended Companies Act by making it
mandatory to report compliance of NDI rules.

* Incorporation: MCA has amended the Companies (Incorporation) Rules,

2014 w.e.f. 01 June, 2022 to ensure that the subscribers belonging to a
country sharing land border with India, have obtained the necessary
government approval under NDI Rules. Pursuant to the amendment,
subscribers need to declare whether they are required to obtain approval
from the Government of India (‘Gol’) and if applicable the said approval
shall be attached along with the Incorporation form i.e. SPICe+.
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Private placement: In case of private placement, if the proposed allottee is from
a country sharing land border with India, it has to attach the government
approval along with the private placement offer cum application letter i.e. PAS-
4. A declaration regarding applicability of NDI rules is to be given by the
proposed allottee in the PAS-4. This amendment is brought vide Companies
(Prospectus and Allotment of Securities) Amendment Rules, 2022 effective from
05 May, 2022.

Transfer of shares: In case of transfer of shares to a person belonging to or an

entity incorporated in a country sharing land border with India, the said
person/entity will need to obtain government approval pursuant to NDI Rules,
and attach the said approval with the share transfer form i.e. SH-4. The
transferee is required to give a declaration regarding applicability of NDI Rules,
pursuant to amendment in Companies (Share Capital and Debentures) Rules,
2014 effective from 04 May, 2022.

Merger: In case of Merger/compromise/arrangement of an Indian Company

with an entity incorporated in a country which shares land border with India,
the said entity will need to obtain prior government approval under NDI rules
and attach the same with Form CAA-16 and submit it along with the merger
application before National Company Law Tribunal. This amendment is brought
vide Companies (Compromises, Arrangements
Amendment Rules, 2022 effective from 30 May, 2022.
and Amalgamations)
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ADVISORS
Appointment of Director in a Company: Additionally, MCA made it mandatory to
obtain security clearance from the Ministry of Home Affairs (MHA), for nationals of
a country which shares a land border with India, before becoming a director of an
Indian company. The director has to attach the approval along with consent letter
i.e. DIR-2. This amendment is brought vide Companies (Appointment and
Qualification of Directors) Amendment Rules, 2022 effective from 01 June, 2022. In
case of incorporation as well, a declaration is to be given as to whether security
clearance has been obtained from MHA, in case the proposed director is a national
of a country which shares a land border with India. The said security clearance is
required to be attached along with incorporation form pursuant to Companies
(Incorporation) Second Amendment Rules, 2022. These rules are effective from
June 01, 2022.

Application for Director Identification Number (DIN): Where a national of country

which shares land border with India, applies for DIN, the individual has to attach
the security clearance along with DIN application i.e. DIR-3. A declaration in this
regard, has been inserted in the e-Form DIR-3 vide Companies (Appointment and
Qualification of Directors) Amendment Rules, 2022 effective from 01 June, 2022.
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ADVISORS
ADDITIONAL DISCLOSURES IN THE FINANCIAL STATEMENTS OF A COMPANY

v" DISCLOSURES TO BE MADE TO THE NOTES OF THE BALANCE SHEET UNDER

VARIOUS DIVISIONS OF SCHEDULE Il

Statement on changes in equity: Prior to the amendment, the companies

including NBFCs required to prepare financial statements as per IND AS were
required to disclose only balance at the beginning and end of the reporting
period along with changes during the current year. Post the amendments in
Sch. Ill, disclosure shall be made regarding the changes in equity due to prior
period errors and restated balance at the beginning of the reporting year and
similarly disclose the same for the previous reporting period. Additionally, the
details of other equity shall also be given for prior reporting period.

Disclosure of shareholding of all promoters: Currently, only the shareholding

of the shareholders holding more than 5% of the shares is required to be
disclosed in the Balance Sheet. After the amendments, a company shall now
be required to disclose the shareholding of all promoters. The details shall
include change in shareholding taken place during the year. The meaning of
the promoter has to be taken from the definition provided in the Act which is
different from the definition provided in the SEBI (ICDR) Regulations, 2009.

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This change has been made to all companies covered under all three Divisions
of schedule IlI.
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ADVISORS
Loans and advances to promoters, directors, key managerial persons (KMP) &
related parties: Where the company makes any loan and advances to the
promoters, directors, KMPs and other related parties either jointly or severally
and such loan/ advances so given are either in the nature of a loan/ advance
repayable on demand or without any specific terms or period of repayment, the
details of such loans shall be disclosed separately in the financial statements
along with the amount of loan and % to total loans and advances. The related
parties are those parties as defined under sec. 2(76) of the Act. It is pertinent to
note here that while related party disclosures are already required under
applicable accounting standards, this may, to some extent, tantamount to be an
overlapping of disclosures.

Ageing Schedule of trade payables and trade receivables: Companies that failed
to make payment to companies under MSME Act, 2006 or which had made any
delayed payments to MSME were required to disclose the principal and interest
due at the end of the FY, amount of interest paid for delay in payment in the
current year, interest accrued and unpaid during the year and amount of interest
further remaining to be paid in succeeding years in their balance sheet.
Companies covered under all 3 divisions will henceforth be required to provide
ageing schedule for trade payables due for the periodicity of 1 year, 1-2 year, 2-3
year & more than 3 years. These include trade payables to MSMEs, disputed dues
to MSMEs, and other dues and disputed dues. =B
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ADVISORS
Disclosure related to funds borrowed from banks and financial institutions:
Where the company has borrowings from banks or financial institutions on the
basis of security of current assets, it shall disclose whether the quarterly returns or
statements of current assets filed by it with the banks or financial institutions are in
agreement with the books of accounts. Further, where there is any material
mismatch/ discrepancies between the two, then a summary of reconciliation and
reasons of material discrepancies needs to be adequately disclosed. In addition to
the above, where funds borrowed by a company from a bank or a financial
institution for a specific purpose has not used for the same purpose, a disclosure
providing details of utilisation of funds shall also be required to be provided.

Revaluation of property: The reconciliation of gross and net carrying amount of

both intangible and tangible assets at the beginning and end of the reporting
period, along with other separate disclosures related to additions, disposals,
acquisitions, depreciation, impairment, etc. shall also disclose separately details
related to the amount of change due to revaluation, where there is a change of
more than 10% in aggregate of the net carrying amount of the asset. The company
is also required to disclose whether the plant, property or equipment has been
revalued by a registered valuer as defined under rule 2 of Companies (Registered
Valuers and Valuation) Rules, 2017. =B
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ADVISORS
Disclosure of Ratios: The amendment requires the companies covered under division
I and 11 of schedule Il to disclose the following ratios:
(a) Current Ratio
(b) Debt-Equity Ratio
(c) Debt Service Coverage Ratio
(d) Return on Equity Ratio
(e) Inventory turnover ratio
(f) Trade Receivables turnover ratio
(g) Trade payables turnover ratio
(h) Net capital turnover ratio
(i) Net profit ratio
(j) Return on Capital employed
(k) Return on investment.

The company shall explain the items included in the numerator and denominator for
computing the above ratios and an explanation shall be provided for any change in
the ratio by more than 25% as compared to the preceding year. To note, amongst
these, various ratios such as current ratio, debt-equity ratio, net profits ratio, etc.
were required to be disclosed by equity listed entities in their Board’s report under
Management Discussion and Analysis Report as per regulation 34(3) r.w. Schedule V

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to SEBI( Listing Obligations and Disclosure Requirements), 2015.

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ADVISORS
v" DISCLOSURES REQUIRED IN AN ATTEMPT TO CURB MONEY LAUNDERING

Details of Benami Property held: Where any proceedings have been initiated or
pending against the company for holding any benami property, the company
shall disclose various details of the property including the reasons of not
disclosing the same in the books of accounts, details of the proceedings against
the company including its nature, status and the views of the company on the
same. This amendment covers the companies under the scope of all three
divisions of schedule II1.

Relationship with Struck off Companies: Where the company has any
transaction with companies struck off under section 248 of the Act, or under
section 560 of the Companies Act, 1956, it shall disclose the name of struck off
company, the nature of transactions with this company, balance outstanding
and relationship with the struck off the company. The transaction can be in the
nature of investment in securities, receivables, payables, shareholding of the
struck-off company in the company and any other outstanding balances.
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ADVISORS
Willful Defaulter: A company categorized as a wilful defaulter by any bank or
financial institution will be required to disclose details regarding the date of
declaration as a wilful defaulter and the amount and nature of defaults.

Title deeds of property not held in the company’s own name: If any the title
deed of any immovable property (other than in case of lease where the
agreement is duly in favour of lessee) is not held in the name of the company,
the details related the same is required to be disclosed in the financial
statements. This disclosure shall not be required for properties held on lease
where the lease agreements are duly executed. In case of joint holding of such
property, the disclosure shall be made to the extent of the company’s share
thereon. The details of the disclosure includes the gross carrying value, name of
the person in whose name property is held, whether such person is a promoter/
director or relative of promoter/director or an employee of the company, since
when the property is held by the person and details for the same. If such
property is under dispute the same shall also be disclosed.
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ADVISORS
v" DISCLOSURES TO BE GIVEN IN THE PROFIT AND LOSS STATEMENTS

Disclosures related to CSR: Where the company is covered under section 135
of the Companies Act, 2013 (Act), the disclosures shall be made similar to the
disclosures in the Board’s Report as required under then Act. In addition to
that, a disclosure regarding the details of related party transactions such as,
contribution to a trust controlled by the company in relation to CSR
expenditure as per relevant Accounting Standards shall also be made.. Where
a provision is made with respect to a liability incurred by entering into a
contractual obligation, the movements in the provision during the year should
be shown separately. The term “provision” shall be construed as a liability. The
provision shall be estimated on the basis of past CSR events already conducted
by the company.

Details of Crypto Currency or Virtual Currency: Where the company has

traded or invested in Crypto Currency or Virtual Currency during the financial
year, the following needs to be disclosed:
(a) profit or loss on transactions involving Crypto or Virtual Currency
(b) amount of currency held as at the reporting date
(c) deposits or advances from any person for the purpose of trading or
investing in Crypto Currency/ virtual currency.
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ADVISORS
Undisclosed Income: Details of any transactions not recorded in the books of
accounts that has been surrendered or disclosed as income during the year in
the tax assessments under the Income Tax Act, 1961, shall be disclosed unless
there is immunity for disclosure under any scheme. Further, the company shall
also state whether the previously unrecorded income and related assets have
been properly recorded in the books of account during the year.

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ADVISORS