266 / 2021
Quote of the day
For the last 2 days my head is reeling with these words and phrases …..”Point 4875, Sopore, 13th Battalion JAK Rifles, Kargil, bunkers, boulders, grenade, captured, death, victory, dil maange more, jodidaar”…….yes your guess is right – Shershah movie effect. But wait, is it just the movie ?
No, it is also an electrifying talk delivered by a great Kargil war hero that I heard live on 14th August, 2021 as our nation was readying itself to celebrate Azaadi ka Amrut Mahotsav, the 75th Independence Day. Shershah is an extremely well made movie on the exemplary life of Param Veer Chakra awardee, Late Capt Vikram Batra, his supreme sacrifice at the young age of 24, not only fighting the enemies on treacherous mountain peaks but also saving fellow-lives without caring a damn about his own. One such life he saved was that of Capt Naveen Nagappa whose leg was severely injured in the Kargil war after a brave fight. How blessed I was to hear the graphic, chilling Kargil war description from Capt Naveen himself as he got emotional about losing his buddy, Shyam Singh and his saviour Capt Vikram Batra ! Let me summarise what I heard, in his own words (as far as possible)…
“I am an engineer from Hubli, Karnataka but unlike most of my friends I didn’t opt for a corporate career. I dreamt of the ‘2 stars on my shoulder’ and not the thousands. With no family background in the army, no coaching, I just got through with sheer determination. Trained in the Indian Military Academy, one of the gruellest training programmes in the world which trains us for a war during peace times – the last war our nation had fought was in 1971 but the training in 1998 was as rigorous as it could get, I was commissioned to the 13th Battalion JAK Rifles, the same that Capt Batra was in. Posted in Sopore, about 40kms from Srinagar, I was given a buddy (jodidaar as per Army protocol) called Shyam Singh who was with me all through until the fateful day on 4th July, 1999 when the war broke out and I lost him. Despite my refusal to take him along, he had said “Saab, acche din mein saath they, mein aapke saath abhi kaise chod dhoon ?” (we were together in good times, how can I leave you now ?). As a 25 year old commanding officer in the thick of the war, I couldn’t cry when I saw him head down with bullet shots because it would demoralise the men in my unit. As I zipped his body in his sleeping bag, I cried in isolation, thinking of the last letter he must have written to his family and deposited with the army base as is the protocol for all soldiers – to leave all identity and memories behind in the service of the nation. The point I want to make is perhaps it is only in the Indian army that such camaraderie is built in such a short span of 6 months !
The trigger for the war was the illegal occupancy of post Bajrang which was guarded by just 6 of our men who were stealthily encircled by 80 Pakistanis, fired from vantage points and held prisoners of war in complete violation of the Geneva Convention. For the next 21 days they were brutally tortured, eyes gorged, skulls broken, tongues cut and bodies shot multiple times and sent back in bags to the Indian army, much to the shock and dismay of the whole world. Their grit, determination and sacrifice couldn’t go waste. Our 13th Battalion attacked point 4875, on 4th July, 1999 in retaliation. After the customary havan and tilak by the unit’s panditji, I recall the Commander say “If you take care of your men, your men will take care of you”. As we set out on our mission with our energising war cry, “Durga Maate ki Jai”, Capt Batra, who was already a celebrity having captured all features of point 5140, hugged me and said “Gale lagna yaar, pata nahin kounsi ghadi aakhri hogi (give me a hug buddy, don’t know which will be the last moment)”.
Attack on point 4875 at 16,000 ft altitude was launched by the Indian army on the night of 5th July, as we crawled to the bunkers and dropped grenades and pumped in bullets (Naveen’s hand gestures and his animated voice added to the drama that was unfolding before our eyes !!). We neutralised and sanitised the bunkers, diffused the mines. Incessant firing from both sides until 8th July with no food and water for 48 hours. At times we would dig into the dirty snow (yes even in July the mountain was covered with sheaths of snow) which was filthy with our shoes, ammunition pieces, odour of the burning flesh – just to swallow some snow flakes so that we could feel a sense of having eaten something. When I got a call from the base camp offering to send food up, I refused and said “Just send ammunition instead of food”.
During the fierce fighting, the dil maange more legend, Capt Vikram Batra joined us, reinforcing the unit with his contagious energy and enthusiasm. We inched ahead to the merciless peaks boulder by boulder, inch by inch carrying sacks weighing 25kgs each as the firing increased. We would fire, duck, lie still and move slowly. I was sitting in a bunker with my AK47 when a Pak grenade landed close to me. This has a killing radius of 8 to 10 mtrs and a 4 seconds life. I couldn’t get up and run because there was no place to and my men would be exposed. I saw death from a close quarters. In a matter of just 2 seconds I had to make a life decision – how would I like my body to be seen by my parents. Didn’t they have the right to atleast see my face in the bag and not my body in pieces ? As my head was reeling with these thoughts, I just jumped to my right when I saw Batra run towards my bunker. I distinctly remember what he said “Kuch nahin hoga, main aa gaya hoon (Nothing will happen, I have come)”. Alas, I couldn’t give him that last hug ! As he took over the battle he held my hand and dragged me aside giving me cover. I started crawling with both my legs badly injured, bleeding heavily and my right leg literally dangling from my body. As a jawan carried me all that I could think of was to save my leg which was fully infected. Injured in the morning but I could be brought back for medical help only in the evening. I was in a semi-conscious state on the stretcher as a chopper picked me up on the 8th. I heard the nursing assistant tell me “Saab, tiranga lehera raha hai. Doctor ne mana kiya hai, mat uttho" (Tircolour is flying but don’t get up, doctor has asked you not to). I couldn’t resist. I sat on the stretcher and saluted the flag, feeling elated. But the next few words knocked me down to a state of unconsciousness “Is vijay ke liye, humein keemat chukani padhi. Batra saab nahin rahe (for this victory we had to pay a price. Batra sir is no more)”.
I returned home after being declared unfit for army service, with over 21 months in various hospitals and 8 surgeries. I just did my job as a soldier, just like you do yours. Nothing great, nothing extra and perhaps the shortest tenure for a soldier – just 6 months and 7 days but yes it has been the most memorable and cherished time in my life. While people pity me saying I am unfortunate, on the contrary I consider myself the most fortunate person to have got the opportunity to fight for my nation within 6 months of posting. About 1300 soldiers were injured while 527 lost their lives in the Kargil war. Let’s remember them and their families for their grit, valour, pain and sacrifice. Jai Hind !”
Oh what an inspiring talk it was, gave goosebumps and brought tears to our eyes. They gave their lives so that we live ours…enjoy freedom responsibly as we march ahead into our 76th year of Indian Independence !
After being soaked in such patriotic fervour, it is hard to turn our attention to our daily battles in our professional life. Well, turn we must. Do catch up with this 266th Samhita which carries notifications and updates from the world of regulations – MCA, SEBI, RBI, GST, IT. To ease a bit, focus on the English language section and what the Thought for the Day dwells on. Of course, the lives we lead as ordinary citizens is nothing when compared to the extraordinary sacrifices made by our defence brethren. However, we can stay inspired to do well whatever we do, give our 100% best and contribute our mite in nation building. Remember – it is not about adding years to life but adding life to years.
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COVID-19 vaccination for non-employees eligible as CSR expenditure
Vide Circular dated 23.03.2020, MCA had clarified that spending of CSR Funds on COVID-19 related activities shall be eligible as CSR expenditure under Schedule VII of Companies Act, 2013. In continuation of the same it has been clarified vide Circular dated 30.07.2021, that CSR Funds spent on COVID-19 vaccination on persons other than the employees and their families shall qualify as eligible CSR expenditure. At best vaccination cost incurred on employees could be accounted as HR business expenditure.
Exemptions for foreign Cos in IFSCs located in SEZs
MCA Notification dated 05.08.2021 exempts foreign companies in International Financial Services Centres (IFSC) set up in Special Economic Zones (SEZ) from Sections 387 (Dating of prospectus and particulars to be contained therein) and 392 (Punishment for Contravention) of Companies Act, 2013, thereby relaxing fund raising norms.
For this purpose, vide Notification dated 05.08.2021, MCA has added an Explanation that clarifies that electronic based offering of securities, subscription or listing of securities in the IFSCs set up in SEZs shall not be construed as ‘electronic mode’ for Foreign company as defined in Section 2(42) of Companies Act, 2013.
SEBI (LODR)(Third Amendment) Regulations, 2021
SEBI vide Notification dated 03.08.2021 notified the SEBI (LODR)(Third Amendment) Regulations, 2021. Amendments notified shall come into effect from 01.01.2022.
The SEBI (LODR)(Third Amendment) Regulations, 2021 focuses primarily on the roles and responsibilities of IDs, their appointment, re-appointment & removal, need for a time bound shareholders approval and the grounds for determination of their independence with regards to pecuniary relationship with the company. Highlights of the Amendments include:
Criteria for pecuniary relationship between ID and company redefined –
The period in clause referring to material pecuniary relationship has been reduced from 3 immediately preceding years to 2 immediately preceding years.
Pecuniary relationship w.r.t. relatives of the ID - none of the relatives of the ID:
is holding securities of or interest in the listed entity, its holding, subsidiary or associate company during the 3 immediately preceding FYs or during the current financial year of face value of > 50 Lakhs or 2% of the paid-up capital in the listed entity, its holding, subsidiary or associate company
is indebted to the listed entity, its holding, subsidiary or associate company or their promoters or directors, in excess of such amount as may be specified during the 3 immediately preceding FYs or during the current financial year;
has given guarantee / provided any security in connection with the indebtedness of any third person to the listed entity, its holding, subsidiary or associate company or their promoters or directors, for such amount as may be specified during the 3 immediately preceding FYs or during the current financial year
has any other pecuniary transaction or relationship with the listed entity, its holding, subsidiary or associate company amounting to 2% or more of its gross turnover or total income.
The pecuniary relationship or transaction with the listed entity, its holding, subsidiary or associate company or their promoters, or directors in relation to above shall not be >2% of its gross turnover or total income or 50 Lakhs, whichever is lower.
Shareholders approval for appointment of Director – To be taken in the next general meeting or within 3 months from date of appointment, whichever is earlier.
Composition of Audit Committee (AC) – Atleast 2/3rds of the AC shall be IDs.
Composition of Nomination and Remuneration Committee (NRC) – Atleast 2/3rd should be IDs as against earlier requirement of 50%.
Approval of Related Party Transactions (RPT) by AC – Only IDs from the AC can approve RPTs.
Appointment and re-appointment of IDs –
To be approved by shareholders by passing a special resolution
Directors and Officers Insurance for all IDs to be taken by top 1,000 listed entities based on their Market Capitalisation w.e.f. 01.01.2022.
ID who resigns from the Board of a listed entity cannot be appointed as a whole time / executive director in the company or it’s holding, subsidiary or associate company for a 1year period from date of resignation.
Details regarding ID proposed to be appointed to be disclosed to shareholders- shall include the number of companies from which the ID has resigned in the past 3 years.
NRC to evaluate the skills, knowledge and experience of the ID proposed to be appointed on the Board – NRC may do so by taking the help of an external agency.
Letter of Resignation of IDs along with detailed reasons to be submitted to Stock Exchange - as against the current practice of the company merely informing the Stock Exchange of IDs resignation.
SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021
SEBI has notified the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (“the Regulations”) on 09.08.2021. The Regulations shall come into force on the 7th day from date of publication in the Official Gazette.
The SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 is a combination of SEBI (Issue & Listing of Debt Securities) Regulations, 2008 (ILDS Regulations) and SEBI (Issue & Listing of Non-Convertible Redeemable Preference Shares) Regulations, 2013 (NCRPS Regulations) which have since been repealed.
The Regulations shall apply to:
issuance and listing of debt securities and non-convertible redeemable preference shares by an issuer by way of public issuance;
issuance and listing of non-convertible securities by an issuer issued on private placement basis which are proposed to be listed; and
listing of commercial paper issued by an issuer in compliance with the guidelines framed by the RBI
Highlights of Regulations include:
The requirement of minimum issue size of Rs.100 crores for debt securities has been done away with
Introduction of Call and Put option for debt securities issued on Private Placement basis
Period for exercise of Call and Put options reduced to 12 months from 24 months
The provisions of creation of charge have been harmonised with that of Companies Act, 2013
Company Secretaries have been recognised as “Compliance Officer” for the issue
Please refer to the Regulations for details.
An operational circular has also been released by SEBI on 10.08.2021 (“the circular”), which is a consolidation of related existing circulars with consequent changes. The circular provides a chapter-wise framework for the issuance, listing and trading of Non-convertible Securities, Securitised Debt Instruments, Security Receipts, Municipal Debt Securities or Commercial Paper. The circular also gives a list of Circulars which shall be superseded by it as an Annexure to the circular.
Please refer to the circular for details.
Explanation added to indirect foreign investment definition
Vide notification dated 06.08.2021 the Ministry of Finance has notified the FEMA (Non-Debt Instruments) (Amendment) Rules, 2021 which shall come into force with immediate effect. The Amendment Rules have added an explanation to Rule 23(7)(i) which deals with the definition of indirect foreign investment. The explanation inserted states that investment made by an Indian Entity owned by NRIs on non-repatriation basis, shall not be considered for calculation of indirect foreign investment.
Extension of due dates
Vide Circular dated 03.08.2021, CBDT relaxed various due dates. Highlights of the due dates extended are as follows:
The Quarterly statement in Form No. 15CC - to be furnished by authorized dealer in respect of remittances made for the quarter ending on 30th June, 2021, required to be furnished on or before 15th July, 2021 under Rule 37BB of the Rules, as extended to 31st July, 2021 vide Circular No.12 of 2021 dated 25.06.2021, may be filed on or before 31st August, 2021;
The Equalization Levy Statement in Form No.1 for the Financial Year 2020- 21- which was required to be filed on or before 30th June, 2021, as extended to 31st July, 2021 vide Circular No.12 of 2021 dated 25.06.2021, may be filed on or before 31st August, 2021;
The Statement of Income paid or credited by an investment fund to its unit holder in Form No. 64D for the Previous Year 2020-21- required to be furnished on or before 15th June, 2021 under Rule 12CB of the Rules, as extended to 15th July, 2021 vide Circular No.12 of 2021 dated 25.06.2021, may be furnished on or before 15th September, 2021;
The Statement of Income paid or credited by an investment fund to its unit holder in Form No. 64C for the Previous Year 2020-21- required to be furnished on or before 30th June, 2021 under Rule 12CB of the Rules, as extended to 31st July, 2021 vide Circular No.12 of 2021 dated 25.06.2021, may be furnished on or before 30th September, 2021;
Intimation to be made by a Pension Fund in respect of each investment made by it in India in Form No. 10BBB for the quarter ending on 30th June,2021- required to be furnished on or before 31st July,2021 under Rule 2DB of the Rules, may be furnished on or before 30th September, 2021;
Intimation to be made by Sovereign Wealth Fund in respect of investments made by it in India in Form II SWF for the quarter ending on 30th June, 2021 - required to be furnished on or before 31st July, 2021 as per Circular No.15 of 2020 dated 22.07.2020, may be furnished on or before 30th September, 2021.
GST Audit by CA or Cost accountant exempt from 01.08.2021
Sections 110 and 111 of the Finance Act, 2021 have been notified to be applicable from 1st August 2021 pertaining to GST audit. Taxpayers need not get their accounts audited by a Chartered Accountant or a Cost Accountant w.e.f. 1st August, 2021.
Further, taxpayers are required to furnish a self-certified reconciliation statement in FORM GSTR-9C along with annual return in FORM GSTR-9 from FY 2020-21.
CGST (6th Amendment) Rules, 2021
Vide Notification dated 30.07.2021, CBIC has notified the Central Goods and Services Tax (Sixth Amendment) Rules, 2021 which shall come into force on 01.08.2021. Highlights of the Notification are:
Every registered person, other than an Input Service Distributor, a casual taxable person, a non-resident taxable person and any person paying TDS / TCS under CGST Act, shall furnish an annual return electronically for every financial year in FORM GSTR-9 on or before 31 December following the end of such financial year through the common portal;
Taxable person registered under composition levy scheme needs to furnish the annual return in FORM GSTR-9A;
An electronic commerce operator collecting tax at source shall furnish annual statement in Form GSTR-9B;
In form GSTR-9C the need for certification has been amended with self-certified reconciliation statement by the registered person, other than an Input Service Distributor, a casual taxable person, a non-resident taxable person and any person paying TDS / TCS under CGST Act, whose aggregate turnover during a financial year exceeds five crore rupees.