Consolidated Details in GSTR-1

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Meaning of Associate Company as per Companies Act,2013

Posted on by Fastlegal Team

What is Associate Company?

Before we address the above question, let us analyse the definition of Associate Company given in Section 2(6) of Companies Act, 2013:

“Associate company”, in relation to another company, means a company in which that other company has a significant influence, but which is not a subsidiary company of the company having such influence and includes a joint venture company.

Explanation. – For the purposes of this clause, ―”significant influence” means control of at least twenty per cent. of total share capital, or of business decisions under an agreement.

Before going further we should first understand the meaning of term “control” used in the above explanation provided under the Act.

As per section 2(27) of Companies Act, 2013 the term control means and shall include:

“Control” shall include the right to appoint majority of the directors or to control the management or policy decisions exercisable by a person or persons acting individually or in concert, directly or indirectly, including by virtue of their shareholding or management rights or shareholders agreements or voting agreements or in any other manner.

After understanding the term control and reading the definition and explanation provided in Companies Act, 2013 it may be concluded that following conditions must be fulfilled by a Company for becoming Associate Company of another Company:

  1. The Company controls twenty percent of total share capital of another Company: If any company controls twenty percent of total share capital of another company by any mean, even if the company directly not holding shareholding in another company but having a control over twenty percent shareholding of another company will be an associate company for another company.

Example: Let us assume 2 companies A Private Limited & B Private Limited. Below are assumptive list of shareholders of both the Companies.

 List of Shareholders of A Private Limited:

 

S.No. Name of Shareholder % of Share Held
1 B Private Limited 21
2 C Private Limted 18
3 D Private Limted 17

List of Shareholders of B Private Limited:

 

S.No. Name of Shareholder % of Share Held
1 Mr. S 21
2 Mr. Y 18
3 Mr. Z 17

 

By analysing the above list of shareholders of both the companies, the questions arises that which company is an associate company for another company?

The answer is obviously A Private Limited is an Associate Company for B Private Limited as B Private Limited is holding 21% Shares of A Private Limited.

  1. The Company has a joint venture with another company or both the companies are joint venture companies: International Accounting Standard 28 (IAS 28) defines a joint venture as “A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement.”

A joint arrangement is an arrangement of which two or more parties have joint control. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control.

  1. The company controls business decisions of another company under an agreement: when a company have control over business decisions of another company by an oral or written agreement in such a situation that company is an associate company for the company controlling business decisions of another company.

 

What additional compliances/restrictions are applicable if my Company has an Associate Company?

Below is a section wise analysis of compliances/restrictions are applicable if a Company has an Associate Company:

S.No. Corresponding Section of Companies Act,2013 Subject Impact
1. 129 Consolidated Financial Statement Consolidated Financial Statement shall also include financial statements of Associate Company.
2. 149(6) Restrictions on appointment as an independent director Following persons cannot be appointed as independent director in a company if they are:

1. A promoter or related to promoters or Director of an Associate Company.

2. Has/had or any of his relatives has or had pecuniary relationship with Associate Company.

3. Neither himself nor any of his relative held the position of key managerial personnel or has been employee of an Associate Company.
3. 2(76) Related Party It will be considered as Related Party. So Section 188(Related Party Transaction) as per the Companies Act, 2013 will be applicable.
4. 192 Ordinary Resolution for non-cash transaction with the associate company If directors of an Associate Company want to do any Non-Cash Transactions from company, then need to pass Ordinary Resolution. This section provides for the manner in respect of regulation of arrangements with respect to acquisition of assets for consideration other than cash. Such arrangements shall require prior approval by a resolution in general meeting and if the director or connected person is a director of its holding company, approval is required to be obtained by passing special resolution in general meeting of the holding company.

 

 

 

  

 

78

Frequently Asked Questions on GST Returns- FORM GSTR-1

Posted on by Fastlegal Team

In this article we have covered frequently asked question on GSTR-1 asked by our clients as well as some questions has also been taken from Governments’ GST Portal.

1. What is GSTR-1?
GSTR-1 is a monthly Statement of Outward Supplies to be furnished by all normal and casual registered taxpayers making outward supplies of goods and services or both and contains details of outward supplies of goods and services.
2. Who is required to file the GSTR-1?
Every registered taxable person, other than an input service distributor/compounding taxpayer/TDS Deductor/TCS Collector is required to file GSTR-1, the details of outward supplies of goods and/or services during a tax period, electronically on the GST Portal.
3. Is GSTR-1 filing mandatory?
GSTR-1 needs to be filed even if there is no business activity (Nil Return) in the tax period.
4. What are the available modes of preparing GSTR-1?
GSTR-1 can be prepared using the following modes through:
A. Online entry on the GST Portal
B. Uploading of invoice and other GSTR-1 data using Returns Offline Tool
C. Using third party application of Application Software Provider (ASPs) through GST Suvidha Providers (GSPs)
5. What details have to be furnished in GSTR-1?
The following details of a tax period have to be furnished in GSTR-1:
a. Invoice level details of supplies to registered persons including those having UIN
b. Invoice level details of Inter- state supplies of invoice value greater than equal to INR 2,50,000 to unregistered persons (consumers)
c. Details of Credit/Debit Notes issued by the supplier against invoices
d. Details of export of goods and services including deemed exports (SEZ)
e. Summarised state level details of supplies to unregistered persons (consumers)
f. Summary Details of Advances received in relation to future supply and their adjustment
g. Details of any amendments effected to the reported information for either of the above categories.
h. Nil- rated, exempted, and non-GST supplies
i. HSN/SAC wise summary of outward supplies
6. Which type of registered taxpayers are not required to file the GSTR-1?
The following taxpayers are not required to file GSTR-1:
• Taxpayers under the Composition Scheme (Return to be filled by them in GSTR 4)
• Non-resident foreign tax payers (Return to be filled by them in GSTR 5)
• Online information database and access retrieval service provider (Return to be filled by them in GSTR 5A)
• Input Service Distributors (ISD) (Return to be filled by them in GSTR-6)
• Tax Deducted at Source (TDS) deductors (Return to be filled by them in GSTR 7)
• E-commerce operators deducting TCS (Return to be filled by them in GSTR 8)
7. What are the pre-requisites for filing GSTR-1?
Pre-requisites for filing GSTR-1 are:
a. The taxpayer should be a registered taxpayer and should have an active GSTIN during the tax period for which GSTR-1 has to be furnished.
b. The taxpayer should have valid login credentials (i.e., User ID and password) to login into GST Portal.
c. The taxpayer should have an active and non-expired/ revoked digital signature (DSC), in case the digital signature is mandatory
d. In case a taxpayer wants to use E-Sign, they must have a valid Aadhar number with access to the mobile number and e-mail id registered with Aadhar authority (UIDAI) as OTP will only be sent on the registered mobile number and e-mail id. In case the taxpayer has changed the mobile number and e-mail id, they must first update the same with UIDAI. For cancelled GSTINs, the taxpayers will have an option to file GSTR-1 for the period up to the date of cancellation.
e. In case taxpayer wants to use EVC, they must have access to the registered mobile number of the Primary Authorized Signatory
8. For which class of Taxpayers is DSC mandatory for filing returns?
DSC is mandatory in case of all Public & Private Limited Companies, Limited Liability Partnerships (LLPs), and Foreign Limited Liability Partnerships (FLLPs).
9. By when do I need to file the GSTR-1 for a given tax period? OR What is the due date for filing the GSTR-1?
For normal taxpayers due date to file GSTR-1 for a given tax period is 10th day of the succeeding month and small taxpayers with turnover up to 1.5 crore are required to file GSTR-1 quarterly.
10. How should the value of turnover to be in entered in the mandatory field on the landing page of GSTR-1?
The turnover value in Table 3 of GSTR-1 has to be entered manually for the first year as the information is not available with the GST system. From the second year of implementation of GST, the system will auto-calculate the turnover based on all the annual returns filed for all the GSTINs associated with a given PAN (PAN-based turnover). However, the turnover value will be editable and you will have the option to amend it.
11. What does the ‘Total Invoice Value’ column indicate in GSTR-1?
The ‘Total Invoice Value’ column in GSTR-1 is for the invoice value inclusive of taxes.
12. Will there be any validation on relationship between Invoice value and Taxable Value?
Taxable value is the value as per the provisions of GST law. There will be no validation that the invoice value is equivalent to taxable value plus the tax amount.
13. Can I enter details of Goods and Services in the same invoice?
Yes, you can enter details of Goods and Services in the same invoices.
14. What are B2B Supplies?
B2B Supply refers to supply transactions between registered taxable entities/persons (Business-to-Business supplies).
15. What is meant by B2C Supplies?
B2C Supply refers to supply transactions between a Registered Supplier and an Unregistered Buyer (Business-to-Consumer).
16. What are Debit Notes?
A Debit Note is a document issued against an invoice in cases where the original invoice was issued at a value lower than the actual value of goods and/or services provided. It can also be issued in case of post supply price negotiations. The difference amount is accounted for in the form of a Debit note
17. What are Credit Notes?
Credit Note is a document issued against an invoice in cases where invoice was issued at a value higher than the actual value of goods and/or services provided or the invoice value is reduced due to post supply negotiations. This may also happen when the goods supplied are returned by the recipient, or where goods or services or both supplied are found to be deficient.
18. When are Debit Notes to be reported in the return?
Debit Notes are to be reported in the return of the month in which they are issued by the supplier.
19. When are Credit Notes to be reported in the return?
Credit Notes are to be reported in the return of the month in which they are issued but not later than the return of the September month following the end of the financial year in which such supply was made, or the date of furnishing of the relevant annual return, whichever is earlier.
20. Does a tax payer need to report the credit notes and debit notes of supplies to consumer separately?
No. In case of supplies to consumers are to be reported in a consolidated manner (intra-state supplies to consumer and inter-state supplies of invoice value less than INR 2.5 lakhs), the credit/debit notes are not required to be reported separately. Such supplies have to be reported in a consolidated manner net off the values of credit and debit notes.
21. In case of Receipt of advance by the Supplier from a Receiver, is the supplier liable to pay tax on such an advance amount?
Yes, Supplier is liable to pay tax on advances received from Receivers for the supply of goods and services and report the consolidated advance received details in month in which payment is received. The amount of advances to be reported in GSTR-1 is net off the amount for which invoices have already been issued and the value reported in the same return in other sections.
22. How is the tax paid on advance payments adjusted against the invoice(s) issued in the subsequent tax period(s)?
The taxpayer has to declare the advance that has to be adjusted in the tax period in which advance is received. Subsequently when invoice is issued,then taxpayer can
adjust the tax liability of the invoice issued of that tax period, in the GSTR-1 of that period. This can be shown in the advance adjustment table of GSTR-1.
23. Whether purchases from unregistered person, which are subject to reverse charge, for which the recipient issues a tax invoice, is required to be reported ?
All the purchases from unregistered person, which are subject to reverse charge, for which the recipients issues a tax invoice are to be reported in GSTR-2 (and not in GSTR-1).
24. Do I need to upload the invoice(s) details at the time of filing GSTR-1?
Taxpayers can upload invoice details any time during the tax period and not just at the time of filing of GSTR-1. For example, let’s take September 2017 as the tax period – the tax payer can upload invoices from 1st September to 10th October and after 15th October in case of late filing of GSTR-1.
25. Until when can changes be made to the uploaded invoice details?
Taxpayers can modify/delete invoices any number of times till they submit the GSTR-1 of that particular tax period. The uploaded invoice details are in a draft version, and can be changed irrespective of due date until the GSTR-1 is submitted.
26. What is the due date for the payment of monthly tax liabilities for normal taxpayers?
A normal taxpayer is required to discharge their return related liability at the time of filing of GSTR-3. The current due date for filing GSTR-3 is 20th of the succeeding month.