Chamber Voice March 2019

Dear Friends,

I trust you are all doing well.

We started off this month with the 3rd CEO Forum Breakfast meeting on Friday the 1^st of March, at which the topic was “Kerala – Singapore – A Similitude: The Way Forward .“ The Speaker at this session was Mr. Abraham Chacko, Former Executive Director, Federal Bank Ltd and Independent Director, Jana Holdings Ltd. The session was mainly about the tourism, Health care and education sectors in Kerala, the similarities we share with Singapore in those areas and ways in which we could improve them by taking inspiration from the “Garden City”. The topic chosen by Mr. Chacko was a very interesting and thought provoking one for all of us who attended the session. More details on this can be found elsewhere in the newsletter. I also take this opportunity to request you all to make note of the upcoming CEO FORUM Meetings and to be a part of them. We have so many good speakers lined up in the coming months and it will be a great opportunity for the members to Network and build a stronger business relationship.

Accordingly I would also like to inform you that the next CEO FORUM will be held on the 5^th of April 2019. Ms. Lakshmi J Ajith will be the Speaker and the topic is “Unfolding Trends in HR Practices and Employee Retention Initiatives.” Lakshmi is the Director of HR at Eliptico IT Solutions Pvt. Ltd.  (iSpace, Inc., Enterprise). She is an outstanding Speaker and an expert on this subject. I hope you will all find it convenient to attend this session and make the most out of it.

Earlier this month, we associated with Quick Kerala to conduct a 3 day Expo for Small businesses in Kerala called “Made in Kerala.”  Adv. CMA Sankar Panicker, an Insolvency Professional, was kind enough to represent the Chamber at a Seminar conducted during the expo. Mr. Panicker spoke on the topic “Starting Management and Expansion of Business.” Pictures pertaining to this seminar are also given in this Newsletter.

We all now live in the digital era, and the Chamber understands the need for businesses to learn more about technology and the possibilities it opens up for business establishments here in Kerala. With this in mind, we organized a one-day workshop on “Marketing in the Age of IOT, Artificial Intelligence (AI) and Block Chain.” Mr. Arun James, Business Head, Outcome InfoTech, Bangalore, was the facilitator at this Workshop. A detailed report about this programme is given in the Newsletter for your information. We hope to organize more such programmes on Technology and its advantages later this year.

As you are aware the Supreme Court recently passed a Judgment on the Provident Fund Contribution issue recently. Realising the implications of this judgement and need for clarity on the subject we quickly organized a session on the 20^th of March on the “Implications of the Supreme Court Judgement and a brief overview of the National Pension Scheme.” The session was led by Mr. Vikas Narang, an Associate Director of PwC India. Mr. Narang came as the Speaker, as part of our ongoing tie-up with PwC India as our Knowledge Partner. We are grateful to them for their support and cooperation whenever it is asked for. Details on the programme are given in the recent events column of this Newsletter.

I would also like to announce that the Cochin Chamber will be conducting its ‘162^nd Chamber Day celebrations’ on Friday the 3rd of May, 2019. The details pertaining to this event will be shared with you all in due course.

I request you all to participate in the programmes we organize and support the Chamber in its initiatives for the greater good of the business community here in Kerala. I assure you that the programmes that we organise are well worth the effort.

I wish you all, the very best and assure you of the Chamber’s best services at all times.

Best regards

V Venugopal

The Cochin Chamber of Commerce and Industry conducted the CEO Forum’s – 3^rd Breakfast Meeting on Friday, 1^st March 2019 at Taj Gateway Hotel, Ernakulam. The Guest Speaker at the meeting was Mr. Abraham Chacko, Former Executive Director, Federal Bank Ltd. and Independent Director, Jana Holdings Ltd.

Mr. V Venugopal, President of the Chamber delivered the Welcome Address and introduced the Speaker of the day.

Mr. Chacko’s talk was on “Kerala Singapore – A Similitude: The Way Forward.”

In his talk, Mr. Chacko explained the similarities Kerala and Singapore share in various fields namely education, tourism, health care etc. He also spoke about the areas in which Kerala could improve by taking inspiration from Singapore.

Kerala has the highest literacy rate in India whereas Singapore is the premier education hub in Asia and stands 11^th worldwide in offering a diverse mix of educational services. He said that Singapore is proud of the fact that it is one of the least corrupt countries in the world and also one of the cleanest.

Kerala is known as the green state of India as its landscape is made up of rivers, backwaters, lakes and green fields whereas Singapore is known as the Garden City owing to its various eco-friendly initiatives to green up the land.

Mr. Chacko also mentioned the fact that Kerala is known for its high quality of health care infrastructure and renowned medical personnel and also Ayurveda which attracts a large number of people to the State. Similarly Singapore’s health care system is one of the finest in the world. Economic Intelligence Unit placed it second out of 166 countries in health care outcomes.

Mr. Chacko highlighted the fact that one of the major contributors to the Kerala and Singaporean economy is tourism. Kerala is known as God’s own Country and it is one of the most popular tourist destinations in the world whereas Singapore is the fifth most visited in the world. The former makes and annual revenue of US $4.5 billion whereas the latter makes US $24 billion out of tourism. In the case of airlines also, Singapore is the airline hub of the world whereas Kerala is one of the two states in India with four international airports.

Mr. Chacko said that Kerala should stick to non polluting industry similar to Singapore and also highlighted the need to focus on domestic tourism as Kerala is facing major competition from Sri Lanka. Another area which Kerala could capitalize on is the education and the IT sector.

Mr. Chacko also spoke about the highways in Kerala. He mentioned that widening of the highway is a short term solution whereas an elevated highway could be the possible answer to the traffic woes faced by the State. He cited the example of Garden Route in South Africa and the Highway 1 in California in this connection. Mr. Chacko added that Kerala has everything that Singapore has and more – in terms of land and educated people and with appropriate strategic planning Kerala could easily match Singapore in various fields.

Mr. C.S Kartha, Past President of the Chamber presented a Memento to Mr. Chacko.

Mr. P.M Veeramani, Executive Committee Member, proposed the Vote of Thanks.

The interactive session concluded by 10 a.m with breakfast.

The Cochin Chamber of Commerce & Industry tied up with Quick Kerala to organise an Exhibition for Small Businesses in Kerala to showcase their ideas and products.

Mr. Adv. CMA. Sankar Panicker Insolvency Professional, represented the Chamber at the seminar session during the Expo. Mr. Panicker spoke on the topic “Starting Management & Expansion of Business.”

The Cochin Chamber of Commerce and Industry organized a one day Workshop on
“Marketing in the Age of Internet of Things, (IOT), Artificial Intelligence (AI) and Block Chain” on Friday, 15th March 2019 at the Hotel Abad Plaza, Ernakulam.

These disruptive technologies have been driving a continuous change in the marketing landscape. Through this Workshop, the Chamber sought to equip marketing professionals and businesses with the knowledge of technology driven marketing before venturing out into the market

The Workshop was handled by Mr. Arun James, Business Head, Outcome InfoTech, Bangalore.

The Workshop commenced with a Welcome Speech by Ms. Vani Devi, Intern with the Chamber.

Following this the Speaker kicked off the session discussing how the well-known companies like Kodak and Black Berry lagged behind in implementing the new age technologies to keep pace with the changing needs of the consumer which had resulted in decreasing revenues. Through these examples Mr. James highlighted the fact that the customers in today’s world are also buying experiences along with the product. Uber, Swiggy, Byju’s App and Policy Bazaar were listed as among the successful companies that are digitally savvy, changing the consumers’ experiences in the field of transportation, food, education, insurance etc. The challenges in providing a smooth customer experience were listed as follows.

1 Siloed customer data

• Inflexible process and workflow
• Lack of real time business insight
• Fragmented cloud vendor approach

The Speaker emphasized that the term marketing alone today encompasses marketing, sales and service. The tools like INVOCA, InsideSales.com, conversica and afiniti which enable in call tracking analytics, sales, acting as sales assistant and predicting patterns of interpersonal behavior respectively were given as examples of AI in Marketing. Following this, the future ready marketing strategies including content marketing, conversational marketing and lead generation were discussed in detail. Content marketing caters to an audience that is inquisitive about their products and services and is termed as a long-term game as it takes time to build up loyalty of a brand or company. How-To’s, Content Curation, Case Studies, E Books, Webinars, Vlogs, White Papers and Podcasts are a few among the many content formats that were listed out. Content syndication which means sharing content on various platforms was also discussed where taboola was cited as an example. Conversational marketing and digital assistants are defined as process of having real time, one-to one conversations in order to capture, qualify and connect with the best consumer leads through target messaging and intelligent chat bots. It was noted that despite providing a scalable way to interact one-on-one with buyers, they fail because they don’t deliver an experience that the customers are accustomed to having with other people on messaging apps. The Speaker also took the participants through a few slides that depicted the journey of a customer from the time they learn about a product/service till they become loyal customers. Customers learn about the product or service through online search engines or offline events like PR and traditional media. They can then be targeted through emails and outbound calls specially to inform them about special offers etc which would keep these targeted customers engaged thereby possibly getting them to refer the product/services to others once they make the purchase and come under the category of loyal customers. Product discovery can be made on Google and Amazon that is customer triggered as well as Facebook and ADS that are brand triggered. These customer demands are then nurtured via methods like email, a Landing Page and influencer Reviews. These customers can successfully be converted offline and online. Some of the lead generation options are Amazon SEO, Amazon ADS, OFF-PAGE Promotions, IMMOBI ADS, FACEBOOK ADS and Google Ads. Amazon SEO includes stages like keyword research for the product, optimizing product listings and indexing product pages for Amazon and Google. Under Amazon Ads, various options like sponsored products, brands, stores, display ads and video ads were discussed. Off page promotion of Amazon links can be done through Web Commenting (Relevant Websites), Social Media Engagement through FB and Instagram, Social Bookmarking sites, Forum Submission and Questions and Answers. Google Ads would be those search and display ads with a landing page, some of them being redirected to the Amazon products page in case of shopping ads.

Mr. James also put forward suggestions like adding reviews on Amazon to promote a product or services offered as customers often need social proof. Verified reviews would be more preferred. Facebook Ads include Domain Ads, Multi-Product Ads, Offer Ads, Lead Ads, Sponsored Mentions and Dynamic Ads.

Later slides explaining lead journey illustration for an IT company and those illustrating a digital marketing plan were discussed. Conversion of a customer was defined as the process of increasing the percentage of website/app visitors who take a desired action thus completing a goal. Examples of successful conversions were listed as;

• Purchasing a product from the site
• Requesting a quote
• Subscribing to a service
• Signing up for email lists
• Creating an account
• Adding a product to the Cart etc.

Conversion rates can be calculated based on the number of sessions taken to complete a goal and the number of site visitors which is unique to each business model. Craz Egg, HotJar and Optimizely are some of the conversion optimization tools.

The final part of the session threw light on how to start a digital transformation journey which involves steps like determining the business objectives, designing digital and identifying the resources needed. However, it was observed that the impact that the traditional methods of marketing like PR Events etc. make cannot be completely side lined. Mr. James said that he believes that all the digital marketing strategies should go hand in hand with traditional marketing methods in order to organize a successful marketing campaign even today. The Session concluded by listing out the top 5 takeaways which according to Mr. James are as follows:-

1. Be Customer Obsessed
2. Aim for Digital Integration
3. Evolve from “INSIDE OUT” to “OUTSIDE IN”
4. Convince your employees about Digital Transformation and
5. Accountability

The workshop came to a close with Ms. Archana A K, Intern with the Cochin Chamber of Commerce and Industry, proposing the Vote of Thanks.

The Cochin Chamber of Commerce and Industry conducted a Half Day Session on the implications of the Supreme Court judgement on Provident Fund contributions and a brief overview of the National Pension Scheme on 20^th March 2019 at the Chamber Conference Hall, Willingdon Island.

Mr. Vikas Narang, Associate Director, Global Mobility Services, PwC, Bangalore, was the Speaker at the Session.

Mr. V Venugopal, President of the Chamber, delivered the Welcome Address.

Commencing his presentation, Mr. Vikas Narang said that the Supreme Court, on February 28, 2019, had delivered a judgement on the question of whether the special allowances paid by an establishment to their employees would form part of basic wages and consequently attract Provident Fund contributions.

Mr. Narang said that although there have been past rulings by the Supreme Court on this subject, the present judgement is extremely relevant as it elaborates certain important principles for determining the salary on which PF is to be contributed by establishments and their employees.

The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 defines ‘basic wages’ as all emoluments paid in cash to an employee in accordance with the terms of their contract of employment, subject to certain exceptions. Under the NPS scheme the employer is required to deduct 12% of the basic salary and dearness allowance from the salary of the employee with an equal contribution by the empoloyee.

Mr. Narang also highlighted the implications of the Supreme Court decision as the employees in the lower scale will get a lower ‘in hand salary’ since, consequent to the judgement, the employer is bound to take into account the allowances while deducting provident fund contributions. Employees who are in receipt of higher salaries with allowances but where the contribution have been pegged at the base amount of fifteen thousand will not be affected by this Supreme Court decision, he said.

Mr. Narang’s presentation was followed by a detailed question and answer session.

Concluding the meeting Mr. Venugopal presented a Memento to Mr. Vikas Narang.

EXPORTS (including re-exports)

Exports in February 2019 were US $ 26.67Billion, as compared to US $ 26.03Billion in February 2018, exhibiting a positive growth of 2.44 per cent. In Rupee terms, exports were Rs. 1,89,931.49Crore in February 2019, as compared to Rs. 1,67,583.64 Crore in February 2018, registering a positive growth of 13.34 per cent.

In February 2019, major commodity groups of export showing positive growth over the corresponding month of last year are

Cumulative value of exports for the period April-February 2018-19 was US $ 298.47 Billion (Rs.20,88,290.32 Crore) as against US $ 274.21 Billion (Rs.17,65,895.27 Crore) during the period April-February 2017-18, registering a positive growth of 8.85 per cent in Dollar terms (18.26per cent in Rupee terms).

Non-petroleum and Non Gems and Jewellery exports in February 2019 were US $ 19.87Billion, as compared to US $ 18.90Billion in February 2018, exhibiting a positive growth of 5.14per cent. Non-petroleum and Non Gems and Jewellery exports in April-February 2018-19 were US $ 217.43Billion, as compared to US $ 201.95 Billion for the corresponding period in 2017-18, an increase of 7.66per cent.

Imports in February 2019 were US $ 36.26 Billion (Rs. 2,58,271.75 Crore), which was 5.41 per cent lower in Dollar terms and 4.66 per cent higher in Rupee terms over imports of US $ 38.34 Billion (Rs.2,46,779.79 Crore) in February 2018. Cumulative value of imports for the period April-February 2018-19 was US $ 464.00 Billion (Rs.32,46,190.43 Crore), as against US $ 422.76 Billion (Rs.27,22,592.19 Crore) during the period April-February 2017-18, registering a positive growth of 9.75 per cent in Dollar terms (19.23per cent in Rupee terms).

Major commodity groups of import showing negative growth in February 2019 over the corresponding month of last year are:

Oil imports in February 2019 were US $ 9.38 Billion (Rs. 66,774.46Crore), which was 8.05 percent lower in Dollar terms (1.73 percent higher in Rupee terms), compared to US $ 10.20 Billion (Rs. 65,639.50Crore) in February 2018. Oil imports in April-February 2018-19 were US $ 128.72Billion (Rs. 9,01,538.30Crore) which was 31.98 per cent higher in Dollar terms (43.57percent higher in Rupee terms) compared to US $ 97.53Billion (Rs. 6,27,961.37Crore), over the same period last year.

In this connection it is mentioned that the global Brent price ($/bbl) has decreased by 1.97% in February 2019 vis-à-vis February 2018 as per data available from World Bank (Pink Sheet).

Non-oil imports in February 2019 were estimated at US $ 26.89Billion (Rs.1,91,497.29Crore) which was 4.45per cent lower in Dollar terms (5.72percent higher in Rupee terms), compared to US $ 28.14Billion (Rs. 1,81,140.29Crore) in February 2018. Non-oil imports in April-February 2018-19 were US $ 335.28Billion (Rs.23,44,652.13Crore) which was 3.09per cent higher in Dollar terms (11.94percent higher in Rupee terms), compared to US $ 325.23Billion (Rs. 20,94,630.82Crore) in April-February2017-18.

Non-Oil and Non-Gold imports were US $ 24.30billion in February 2019, recording a negative growth of 3.72per cent, as compared to Non-Oil and Non-Gold imports in February 2018. Non-Oil and Non-Gold imports were US $ 305.73billion in April-February 2018-19, recording a positive growth of 3.97per cent, as compared to Non-Oil and Non-Gold imports in April-February 2017-18.

EXPORTS (Receipts)

Exports inJanuary2019 were US $ 17.75Billion (Rs.1,25,515.53Crore) registering a negative growth of 1.02per cent in dollar terms, vis-à-vis December 2018. (as per RBI’s Press Release for the respective months).

IMPORTS (Payments)

Imports inJanuary2019 were US $ 11.03Billion (Rs.77,997.17Crore) registering a negative growth of 3.07per cent in dollar terms, vis-à-vis December 2018.  (as per RBI’s Press Release for the respective months).

MERCHANDISE: The trade deficit for February 2019 was estimated at US $ 9.60Billion as against the deficit of US $ 12.30Billion in February 2018.

SERVICES: As per RBI’s Press Release dated 15th March 2019, the trade balance in Services (i.e. Net Services export) for January, 2019 is estimated at US $ 6.72Billion.

OVERALL TRADE BALANCE: Taking merchandise and services together, overall trade deficit for April-February 2018-19* is estimated at US $ 93.32Billion as compared to US $ 82.46Billion in April-February 2017-18.

(Source: PIB, GoI)

In order to help salaried people accumulate for their some specific needs in general and for retirement in particular, the Employee Provident Fund scheme is applicable to every employer which employs more than twenty employee/worker. Under the scheme the employer is required to deduct 12@ of the basic salary and dearness allowance from the salary of the employee with an own equal contribution.

This is mandatorily applicable to all the employees whose monthly pay does not exceed fifteen thousand. For the purpose of considering the threshold limit of fifteen thousand the amount of basic pay and dearness allowances are to be taken into account. For the employees whose salary exceeds the threshold limit, they have an option to opt out of the scheme at the time of joining such establishment. Once the employee joins in the scheme, he has to stay under the scheme as long as he is working with the present employer. For employees drawing more than fifteen thousand monthly salary, the employer has the option to deduct and contribute @ 12% on the base amount of fifteen thousand or alternatively the employer can consider the entire amount of basic salary and dearness allowance for this purpose.

Since majority of the employees perceive “in hand cash salary” only as salary, the provident fund deductions/contributions are not perceived as part of the  salary. So, in order to ensure maximum amount as “in hand salary” many of the employers pay the employees in the form of various allowances.  Such allowances take the forms of canteen allowance. Conveyance allowance, lunch allowance, House Rent Allowance, special allowance etc.  The Scheme itself excludes cash value of food concession as well as HRA for PF deduction.

So, overtime allowance, bonus, commission or any other similar allowance payable to the employee in respect of his employment or of work done in such employment shall stand excluded. Likewise, any variable earning which may vary between individual according to their efficiency and diligence will stand excluded from the term “basic wages”.

So court held that any allowance which are essentially a part of the basic wage but camouflaged as an allowance to avoid deduction and  contribution has to be treated as basic salary or dearness allowance for the purpose of deduction for provident fund contribution.

The Supreme Court Decision will have wider implications depending on individual situation. For the employees in the lower scale of emoluments where amount considered for PF contribution is lower than fifteen thousand and who receive such universal allowance, not linked to efficiently, will get lower “in hand salary” as the employer is bound to take into account such allowances while deducting provident contributions. The employer himself will have to shell out more money in the form of employer’s contribution. Such employees will be able to accumulate larger corpus in their provident fund account at the time of their retirement.

For employees who are in receipt of higher salary with allowances but the contribution has been pegged at the base amount of fifteen thousand will not be affected by this supreme court decision. However, for the employees in higher salary bracket and whose contribution is computed with reference to such higher amount of salary, the contribution toward provident fund will go up if they are in receipt of such allowance and which are not considered hitherto for PF contribution.

So, in case your Cost to the Company (CTC) includes the employer’s contribution as well and the amount of contribution is going to go up due to Supreme Court Decision as discussed, your salary in hand will reduce due to increase in deduction from your Salary as well as your salary coming down to make for increased quantum of employer’s contribution.

It is quite easy to be consumed by the number of tools, platforms, growth hacks, etc… RELAX. You do not have to master each one of them. It would suffice if you have a reasonable appreciation of how each tool, technology or marketing channel would contribute to your Marketing Strategy. Your selection of tools flow from your vision and once you decide your goals, TG, and the customer experience you aspire to drive, the next step is to understand ‘gaps’ in the current process. Once you have mapped this, you will have a better understanding of the required tools you need for your business.

Start with defining your typical prospect journey. If you define your typical prospect journey through the lens of AWARENESS, NURTURE, CONVERSION and ONBOARDING, what are the tools, processes and workflows you need to institute to make this journey easier, faster and as painless as possible.

This would help you paint the contours of your first level marketing stack.

In my opinion, this is the easiest and widely adopted use case of MarTech currently. Awareness, often used interchangeably with lead generation is the first vital task a B2B CMO has to accomplish. Any CMO worth their salt would have already invested in Google AdWords. Another tool called AdRoll can further augment your lead generation efforts. Make sure you visit the AdRoll blog https://www.daretogrow.io/ for some useful content.

Another important element that you have to tackle in the awareness phase is the organic traffic to your website. There are tools such as Ahrefs, MOZ, SEMrush, etc. that make this slightly easier for you. There is no substitute for well-crafted content in boosting your organic ranking. These tools will help you identify keywords that you should be looking at, keywords your competition is employing, etc. and plan your content strategy around that.

You might also want to qualify the leads further. Tools such as Infer, Salespanel, etc. would help you enrich the leads you generate.

If you have a dedicated in-house inside sales team building your pipeline, insidesales.com is a brilliant option to manage their workflow and monitor productivity.

Landing page builders such as Instapage, Unbounce, etc. help your team build custom landing pages on the fly, reducing reliance on your creative and technology teams.

As you would have already realized by now that many tools are available in the market for any and every activity that you can think of. As a CMO, no one would expect you to evaluate personally each tool out there, but what is expected is that you frame guidelines for your team and organization to identify the right tools, implement them effectively and monitor their performance periodically.

In the backdrop, a salaried individual can claim a benefit of approximately INR 525,000 for FY 2018-19. This includes standard deduction of INR 40,000, loss under house property up to INR 200,000, deduction under section 80C of INR 150,000, contribution to NPS of INR 50,000, medical insurance premium of INR 75,000, deduction of INR 10,000 towards interest earned on savings bank account. This results in a tax savings of INR 163,8o0 (assuming basic tax rate to be 30% & cess at 4%).

With around 3-weeks for the FY to end on March 31, 2019, one must remember to submit all the required investment proofs and other tax-savings related documents to employer to avoid higher TDS deduction from salary income. It is worthwhile to be noted that saving taxes is not a year-end activity. Individuals need to proactively plan and manage their profile from the beginning of the FY to make maximum utilisation of all tax saving opportunities.

Notification of the Companies (Significant Beneficial Owners) Amendment Rules, 2019.

The Ministry of Corporate Affairs (MCA) has issued on 8-February-2019 the Companies (Significant Beneficial Owners) Amendment Rules, 2019 (‘Amendment Rules’) making necessary amendments to the reporting Form and the Companies (Significant Beneficial Owners) Rules, 2018 (‘Rules’) rules to address certain concerns raised by stakeholders.

– Key definitions inserted/ amended

• Significant Beneficial Owners (SBO)

To provide more clarity on the scope and coverage of the term “SBO,” the previous definition under the amended rules has been substituted with the following definition:

“SBO” in relation to a reporting company, means an individual referred to in section 90(1) of the Companies Act, 2013 (the Act), who acting alone or together, or through one or more persons or trust, possesses one or more of the following rights or entitlements in such Reporting Company, namely:

• holds indirectly, or together with any direct holdings, 10% or more of the shares;
• holds indirectly, or together with any direct holdings, 10% or more of the voting rights in shares;
• has right to receive or participate in 10% or more of the total distributable dividend, or any other distribution, in a financial year through his total holdings (direct and indirect);
• has right to exercise, or actually exercises, significant influence or control, in any manner other than through direct holdings alone.
  • Majority stake

  The Amendment Rules inserted a new term, “Majority Stake,” which means –

  • holding more than one-half of the equity share capital in the body corporate; or
  • holding more than one-half of the voting rights in the body corporate; or
  • having the right to receive or participate in more than one-half of the distributable dividend or any other distribution by the body corporate.
  • Significant influence

  The term “significant influence” was previously not defined specifically for the rules, and hence, to provide clarity, the following definition has been inserted:

  “Significant influence” means the power to participate, directly or indirectly, in the financial and operating policy decisions of the reporting company but is not control or joint control of those policies.

  • Key changes
  • Determination of SBO

  To determine the SBO, an individual must first qualify under the criteria outlined under the definition of SBO, and should hold rights or entitlements indirectly in the reporting company.

  An individual shall be considered to hold a right or entitlement indirectly in the reporting company, if any of the following criteria, in respect of a member of the reporting company are satisfied:

• Clarity on the exclusion for “Direct Holding”

The Amendment Rules provide that when an individual holds any rights or entitlement directly in the reporting company, the said individual shall not be considered as SBO. Holding of rights or entitlement directly in the reporting company would require satisfaction of the following criteria –

• The shares in reporting company representing such right/entitlement are held in individual’s name;
• The individual holds/acquires beneficial interest in the share of the reporting company under Sec. 89) (2) of the Act, and has made a declaration in this regard to the reporting company.
• Onus on the reporting company

The duty is on the reporting company to identify SBO and cause such SBO to make a declaration in the prescribed Form. As per the Amendment Rules, every reporting company shall give notice in the prescribed Form to its members (other than individuals) holding10% or more of its shares, voting rights, rights to receive or participate in dividends/any other distribution payable in a financial year.

• Declaration by SBO

The SBO must disclose within 90 days from commencement of the Rules. The reporting company will be required to file said disclosure with the Registrar within 30 days of receiving it from the SBO.

• Exclusions from applicability of SBO Rules

SBO Rules are not applicable to the extent the shares of the reporting company are held by –

• An authority constituted by the Central Government for administration of the Investor Education and Protection Fund.
• Holding reporting company where details of such company are provided in the prescribed Form.
• Central Government, State Government or any local authority.
• A reporting company, body corporate or an entity controlled by the Central Government or by any State Government (s), or partly by Central Government and partly by one/more State Governments.
• Securities and Exchange Board of India registered investment vehicles such as mutual funds, alternative investment funds, real estate investment trusts, and infrastructure investment trust.
• Investment vehicles regulated by the Reserve Bank of India, or Insurance Regulatory and Development Authority of India, or Pension Fund Regulatory and Development Authority.

PwC Comments: The onus of ensuring compliance with the provisions of section 90 of the Act and the SBO Rules is on the reporting companies, as they are required to seek declarations from the SBOs by issuing notices in the prescribed Form. Despite the efforts of the Government, the definition of SBO remains complex and needs detailed evaluation for appropriate identification and disclosure.

Indian Stamp Act, 1899 –Amendments (proposed)

The Finance Bill, 2019, has proposed certain amendments in the Indian Stamp Act, 1899 (the Act) bringing uniformity in the levy of stamp duty on securities whether through physical or dematerialized form. The amendments also seek to introduce a central mechanism for collection with respect to stamp duty(ies) by certain authorized entities for issuance and transfer of securities and subsequent disbursement of the duty collected to the respective states.

• Key definitions inserted/ amended
• “Debenture” – includes
• Debenture stock, bonds/any other instrument of a company evidencing a debt, whether constituting a charge on the assets of the company or not;
• Bonds in the nature of debentures issued by any incorporated company or body corporate;
• Certificate of deposit, commercial usance bill, commercial paper and such other debt instrument of original or initial maturity up to one year, as the Reserve Bank of India (RBI) may specify from time to time;
• Securitized debt instruments; and
• Any other debt instruments specified by SEBI from time to time.
• Exclusion in “Bond”

“Debenture” has been excluded from definition of “bonds.” With this, stamp duty on “Debentures” will become chargeable only under Article 27 (Union list) of the Act.

• “Securities” includes
• Securities, as defined in Sec. 2 (h) of Securities Contracts (Regulation) Act, 1956
• A “derivative,” as defined in Sec. 45U (a)of the RBI Act, 1934
• A certificate of deposit, commercial usance bill, commercial paper, repo on corporate bonds and such other debt instruments of original or initial maturity up to one year as the RBI may specify from time to time
• Any other instrument declared by the Central Government, by notification in the Official Gazette, to be securities for the purposes of this Act;

By including this definition, the Act proposes to widen the net of instruments that would fall under ambit of stamp duty.

• Marketable security

A security capable of being traded in any stock exchange.

• Market value

In relation to an instrument through which

• Any security is traded in a stock exchange, means the price at which it is so traded;
• Any security which is transferred through a depository but not traded in the stock exchange, means the price or the consideration mentioned in such instrument
• Any security which is dealt otherwise than in the stock exchange or depository, means the price or consideration mentioned in such instrument.
• Key changes
• Consolidation of stamp duty laws for securities

It is proposed to consolidate the stamp duty provisions relating to issue, sale or transfer of securities under the newly inserted section 9A and 9B of the Act. It is also proposed that the instrument on which stamp duty is chargeable under section 9A of the Act shall be the principal instrument for the purpose of levy of the stamp duty and no stamp duty shall be charged on any other instruments relating to the said transaction.

• Centralised collection

A new section 9A has been inserted whereby stamp duty paid on any of the following instances will now be collected on behalf of the State Government and transferred within three weeks from the end of each month to the State Governments. The Central Government shall make rules for the collection and disbursement of stamp duty. As per the amendment, the following authorities would collect stamp duty:

• On sale of any securities made through a stock exchange – Stock exchange or clearing corporation appointed by it.
• On transfer of securities for consideration made by a depository otherwise than on the basis of any transaction referred to above – Depository.

• On issue of securities leading to creation or change in the records of depository – Depository.
• Stamp duty on issuance
• Debentures – 0.005% (currently @ 0.05% per year up to a maximum of 0.25% or ₹25 Lakhs, whichever is lower)
  • Security (other than debenture) – 0.005% (currently the issuance is charged as per State schedule, which is generally @0.1%)
  • Derivatives

– Futures – 0.002%

– Options – 0.003%

– Currency & interest rate derivatives – 0.0001%

– Other derivatives at 0.002%

• Government securities – 0%
• Repo on corporate bonds -0.00001%

• Stamp duty on transfer

Transfer of dematerialized securities between beneficial owners was earlier exempted from stamp duty provisions under section 8A(c)(ii) & (iii) of the Act. The same has now been deleted and the exemption is only limited to transfer of securities from a person to a depository or from a depository to a beneficial owner. The rates proposed for stamp duty on transfer of securities are as follows:

• Transfer and re-issue of debentures – 0.0001%
• Transfer of security (other than debenture) on delivery basis – 0.015%

• Transfer of security (other than debenture) on non-delivery basis – 0.003%
• Stamp duty payable by
• In case of sale of security through stock exchange: buyer
  • In case of sale of security otherwise than through a stock exchange: seller
  • in case of transfer of security through a depository: transferor
  • in case of transfer of security otherwise than through a stock exchange or depository: transferor
  • In case of issue of security whether through a stock exchange or depository or otherwise: issuer
  • In any other case: by person making, drawing or executing such instrument

PwC Comments: The amendments propose a uniform system for collection and payment of stamp duty on the issue and transfer of securities, and thus, it would result in effective collection of duty across all the states and reduce instances of evasion/ avoidance of stamp duty payments. However, certain articles fall under the jurisdiction of states, and thus, the acceptance and implementation of some of these amendments under respective state laws would need to be seen.

Other Recent Regulatory Updates

The Central Government has recently taken notable initiatives to support the growth of Micro, Small and Medium Enterprises (MSME) by issuing certain instructions/ orders to monitor and boost credit flow to such enterprises.

In addition, to further strengthen the governance framework, the Ministry of Corporate Affairs (MCA) has recently amended some existing rules.

In this regulatory insight, please find below the consolidated key highlights from the following recent instructions/ notifications/ amendment rules issued by the Central Government/ MCA:

• Ministry of MSME instructions dated 2 November, 2018ey definitions inserted/ amended
• As per the instructions issued by the Ministry of MSME on 2^nd-November-2018 all companies registered under the Companies Act, 2013 with a turnover of more than ₹ 500 Crores are required to get themselves on-boarded to the TReDS platform.
• The TReDS platform enables MSME sellers to discount their invoices raised on the company through an auction mechanism, paving the way for prompt realization of trade receivables.
• The Registrar of Companies in each State is the competent authority to monitor the compliance of instructions by companies under its jurisdiction. The instructions do not provide a due date for companies to register/ get on-boarded to the TReDS, and hence, it is likely that the MCA would release a notification or an order with further details in this regard. Specified Companies (Furnishing of information about payment to micro and small enterprise suppliers) Order, 2019 (MSME Rules)
• The Ministry of MSME had on 2^nd-November-2018 issued a notification directing all companies that obtain supplies of goods/ services from micro and small enterprises, and whose payments to such enterprises exceed 45 days (from the date of acceptance of goods or services), to submit a half-yearly return to the MCA, stating the amount of payment due and the reason for delay.
• In this regard, on 22^nd-January-2019 the MCA issued the MSME Rules requiring the specified company to submit returns (described below) with details of the payments due to micro and small enterprises along with the reasons for delay in making such payments.
  • MSME Form I (Initial Return) – Due to be filed by 21-February-2019 (within 30 days from date of Notification)
  • MSME Form I (Regular Return) – Half-yearly Return due to be filed by 31^st October every year (for April to September) and by 30^th April (for October to March)
• Companies (Acceptance of Deposits) Amendment Rules, 2019 (Amended Deposit Rules)
• Every company (other than a government company) is required to file a one-time return of outstanding receipt of money or loan, which are not considered as “deposits” under the Companies (Acceptance of Deposits) Rules, 2014. The Return is Form DPT-3 and is to be filed by 21^st-April-2019 for the period 1^st-April-2014 to 22^nd-January-2019

Further, the Amended Deposit Rules have amended the definition of “deposits” to exclude any amounts received by a company from a Real Estate Investment Trust.

PwC Comments: The above steps are good to protect the MSMEs and strengthen the governance framework. All companies will need to ensure that they follow and adhere to the new requirement.

GST Amendment laws becomes effective from 1 February, 2019 except some specified provisions

The Government has notified 1-February-19 as the date from when various provisions of the proposed amendments to the GST statutes comes into force. Some of the major amendments which will come into effect are summarized below:

• Assessees will be able to obtain multiple registrations in the same State for separate places of business, which was previously possible only for separate business verticals. The concept of business verticals for separate registrations has been done away with.
• Definition of supply has been retrospectively amended to provide that the activities listed in schedule II will be taxable only if there is an underlying supply, and the schedule is relevant only for classifying the supply between goods or services.
• The transactions of high sea sale, merchant trade, supply of warehoused goods before clearance for home consumption and sale of actionable claims etc. would not require any reversal of common credits.
• Credit restrictions on motor vehicles relaxed to allow credit on motor vehicles for transport of passengers having a seating capacity of 13+ persons and also on special purpose vehicles such as dumpers etc. However, specific restrictions on credits pertaining to insurance, servicing and repair and maintenance for vehicles, vessels or aircrafts ineligible for credit have been introduced. Credits on in-warranty maintenance expense by manufacturers and credits on repairs etc. of vehicles by general insurance companies would be eligible.
• A single credit/ debit note can be issued pertaining to multiple invoices.
• Transition credit of cesses have been specifically restricted.
• A service can be said to be exported even if the consideration is received in Indian rupees wherever permitted by Reserve Bank of India, if other conditions for treating a service as exports of services is fulfilled.
• The place of supply for services of transportation of goods, where the transportation of goods is to a place outside India, will be the place of destination of such goods, when the location of the supplier and recipient of services are in India.

Various rules have been amended to give effect to the aforesaid amendments in the GST laws.

PwC Comments: With the coming into effect of the amendments in the GST laws, the industry would need to assess the impact on their activities and make necessary amendments in their tax computations and systems. However, the industry still awaits the more simplified approach to GST compliance systems.