Goods and Services Tax Network (GSTN) is a Section 8 (under new companies Act, not for profit companies are governed under section 8), non-Government, private limited company. It was incorporated on March 28, 2013. The Government of India holds 24.5% equity in GSTN and all States of the Indian Union, including NCT of Delhi and Puducherry, and the Empowered Committee of State Finance Ministers (EC), together hold another 24.5%. Balance 51% equity is with non-Government financial institutions. The Company has been set up primarily to provide IT infrastructure and services to the Central and State Governments, tax payers and other stakeholders for implementation of the Goods and Services Tax (GST). The Authorised Capital of the company is Rs. 10,00,00,000 (Rupees ten crore only).
The GST System Project is a unique and complex IT initiative. It is unique as it seeks, for the first time to establish a uniform interface for the tax payer and a common and shared IT infrastructure between the Centre and States. Currently, the Centre and State indirect tax administrations work under different laws, regulations, procedures and formats and consequently the IT systems work as independent sites. Integrating them for GST implementation would be complex since it would involve integrating the entire indirect tax ecosystem so as to bring all the tax administrations (Centre, State and Union Territories) to the same level of IT maturity with uniform formats and interfaces for taxpayers and other external stakeholders. Besides, GST being a destination based tax, the inter- state trade of goods and services (IGST) would need a robust settlement mechanism amongst the States and the Centre. This is possible only when there is a strong IT Infrastructure and Service back bone which enables capture, processing and exchange of information amongst the stakeholders (including tax payers, States and Central Governments, Accounting Offices, Banks and RBI).
This aspect was discussed in the 4th meeting of 2010 of the Empowered Committee of State Finance Ministers (EC) held on 21/7/2010. In the said meeting the EC approved creation of an Empowered Group on IT Infrastructure for GST(EG) under the chairmanship of Dr Nandan Nilekani along with five state commissioners of Trade Taxes. Department of Revenue, Ministry of Finance, Government of India vide OM no. S.34011/19/2010-SO(ST) dated 26th July 2010 notified the Empowered Group on IT Infrastructure for GST with following members:
Member (B&C), CBEC
Additional Secretary (Revenue), DoR
DG (Systems), CBEC as Member-Secretary
FA, Ministry of Finance,
Member Secretary, Empowered Group of State Finance Ministers,
Member Technology Advisory Group for Unique Projects (TAGUP)
Commercial Tax Commissioners of Maharashtra, Assam, Karnataka, West Bengal and Gujarat.
The Group was mandated to suggest, inter alia, the modalities for setting up a National Information Utility (NIU/ SPV) for implementing the Common Portal to be called GST Network (GSTN) and recommend the structure and terms of reference for the NIU/ SPV, detailed implementation strategy and the road map for its creation in addition to other items like training, outreach, etc.
Prior to this, the Union Ministry of Finance had set up the Technical Advisory Group for Unique Projects (TAGUP) in March 2010 to make recommendations on the roadmap to roll out five major financial projects including GST. TAGUP recommended setting up of National Information Utilities as private companies with a public purpose for implementation of large and complex Government IT projects including GST.
The EG held seven meetings between 2nd august 2010 and 8th August 2011 to discuss the modalities. After due deliberations, the EG recommended creation of a Special Purpose Vehicle for implementing the GST System Project. To enable efficient and reliable provision of services in a demanding environment, the EG recommended a non- Government structure for the GSTN SPV with Government equity of 49% (Centre – 24.5% and States – 24.5%) after considering key parameters such as independence of management, strategic control of Government, flexibility in organizational structure, agility in decision making and ability to hire and retain competent human resources.
In view of the sensitivity of the role of GSTN and the information that would be available with it, the EG also considered the issue of strategic control of Government over GSTN. The Group recommended that strategic control of the Government over the SPV should be ensured through measures such as composition of the Board, mechanisms of Special Resolution and Shareholders Agreement, induction of Government officers on deputation, and agreements between GSTN SPV and Governments. Also, the shareholding pattern would ensure that the Centre individually and States collectively are the largest stakeholders at 24.5% each. In combination, the Government shareholding at 49% would far exceed that of any single private institution. These recommendations were presented before the Empowered Committee of State Finance Ministers in its 3rd meeting of 2011 held on 19th August 2011 and in the 4th meeting of 2011 of the EC held on 14th Oct 2011. The Empowered Committee of State Finance Ministers (EC) in its meeting held on14.10.11, endorsed the recommendations of the EG.
The Government of India approved the proposal for setting up a Special Purpose Vehicle to be called Goods and Services Tax Network on the lines mentioned above on 12th April 2012. Following decisions were taken in this context:
Suitable and willing non-government institutions would be identified and firmed up by the Ministry of Finance to invest in GSTN-SPV prior to its incorporation.
The strategic control of the Government over the SPV would be ensured through measures such as composition of the Board, mechanisms of Special Resolution and Shareholders Agreement, induction of Government officers on deputation, and agreements between GSTN SPV and Governments.
The Board of Directors of GSTN SPV would comprise 14 Directors with 3 Directors from the Centre, 3 from the States, a Chairman of the Board of Directors appointed through a joint approval mechanism of Centre and States, 3 Directors from private equity stake holders, 3 independent Directors who would be persons of eminence and a CEO of the GSTN SPV selected through an open selection process.
Relaxation in relevant rules would be granted to enable deputation of Government officers to the GSTN SPV for exercise of strategic control and for bringing in necessary domain expertise.
GSTN SPV would have a self- sustaining revenue model, where it would be able to levy user charges on the tax payers and the tax authorities availing services.
GSTN SPV would be the exclusive national agency responsible for delivering integrated indirect Tax related services involving multiple tax authorities. Accordingly, any other service provider seeking to deliver similar integrated services would be required to enter into a formal arrangement with GSTN SPV for the services.
GSTN would be funded through a one- time non- recurring Grant- in aid of Rs. 315 crore from the Central Government towards expenditure for the initial setting up and functioning of the SPV for a three year period after incorporation.
Central Government 24.5% State Governments & EC 24.5% HDFC 10% HDFC Bank 10% ICICI Bank 10% NSE Strategic Investment Co 10% LIC Housing Finance Ltd 11%
1) Strategic control through Board of Directors (BOD):
The Articles of Association (AOA) of GSTN provide that matters of strategic importance will be decided by the Board of Directors and that the Chairman of the Board will have casting/ second vote where Directors are equally divided over any issue in Board meeting.
2) Strategic Control through Special Resolution:
The AOA of GSTN provides that certain matters of strategic importance shall be decided only through Special Resolution (i.e. three fourth (3/4) of the shareholders voting must vote in favour of such matters). Government’s 49% shareholding will ensure that it retains effective control over such matters.
3) Strategic control through Shareholders Agreement:
An agreement amongst all shareholders of GSTN SPV may provide that till the time Government holds certain threshold of shares in GSTN SPV, specific matters of strategic importance shall not be decided upon without the affirmative vote of the Government.
4) Placement of personnel on deputation in the GSTN SPV:
Strategic Control is being ensured also through deputation of Government officials in the GSTN, at both leadership as well as operational levels. Services Division of GSTN, which is responsible for defining business processes, approving the modules and monitoring the outcomes is managed primarily by Government officers drawn from Central and State Tax Departments. GSTN has two officers of CBEC, eight officers from State Commercial Tax Departments, one officer of Indian Audit and Accounts Service and one officer from central government working on deputation. Some more officers are likely to join in future.
5) Agreements between Government and GSTN SPV:
Control over strategic matters could be exercised by Government by incorporating suitable provisions in the Agreement governing service delivery to be executed between Government and GSTN.
The Chairman of the Company will be nominated through a joint approval mechanism of Central and State Governments.
Out of 14 Directors envisaged in the AOA, seven (including the Chairman) are nominees of the Central and State Governments whereas private share-holders having 51% equity can nominate only 3 Directors.
The quorum for a meeting of the Board is four (4) Directors, out of which one Director must be the nominee of the Central Government, one Director the nominee of State Governments and one Director should be other than nominees of Central and State Governments. Further, the quorum for a meeting of the Board is not complete unless fifty percent (50%) of the Directors present in any meeting of the Board are nominees of Central and State Governments.
The common GST Portal developed by GSTN will function as the front-end of the overall GST IT eco-system. The IT systems of CBEC and State Tax Departments will function as back-ends that would handle tax administration functions such as registration approval, assessment, audit, adjudication etc. Nine States and CBEC are developing their backend systems themselves. GSTN is doing the backend for 20 States and 5 UTs. GSTN has been interacting with CBEC and States for ensuring mutual interaction between the front-end that would be operated by GSTN and the back-ends of the tax administrations. Till September 2016, ten workshops have been conducted with the States/CBEC. GSTN will undertake training of tax officials in GST IT system from December 2016 onwards. During the operation phase as well GSTN will continue the interaction with CBEC and states and extend help wherever necessary.
GSTN is located in the following address Goods And Services Tax Network,
East Wing, 4th Floor,
World Mark – 1,
New Delhi – 110037
Contact – 011-49111200
Email – firstname.lastname@example.org