OMNIBUS APPROVAL FOR RELATED PARTY TRANSACTIONS


Ministry of corporate Affairs issued a notification dated 14th December 2015 and published here in the Gazette of India dated 15th December 2015 regarding amendment in the Companies (Meetings of Board and its Power) Rules 2014.

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Meetings of Board and its Power: Second Amendment Rules


Ministry of corporate Affairs issued a notification dated 14th December 2015 and published here in the Gazette of India dated 15th December 2015 regarding amendment in the Companies (Meetings of Board and its Power) Rules 2014.

The Companies (Meetings of Board and its Power) Second Amendment Rules, 2015 (i) inserts a new Rule 6A, (ii) omit present Rule 10 and (iii) amend present Rule 15(3).

We will discuss newly inserted Rule 6A in a future post. In this post we bill discuss other two amendments in very brief way.

Loan to Directors

We have discussed now omitted Rule 10 earlier here. These rules became redundant after the Company (Amendment) Act, 2015 as discussed earlier here. Hence, it is deleted.

Amendment in Rule 15

We have discussed Rule 15 earlier here. There is a minor but very important amendment in Rule 15(3). In rule 15, in sub-rule (3), for the words “special resolution”, wherever they occur, the word “resolution” shall be substituted.

This amendment is in line with the amendment in Section 188 by the Companies (Amendment) Act, 2015 discussed earlier here.

This has a very significant effect and dilutes corporate governance to certain level. This cut power of non – promoter investors whether they are indigenous investors or foreign investors.

Please note: This blog invite readers to share their comments, suggestions, hardship, queries and everything in comment section. This blog post is not a professional advice but just a knowledge sharing initiative for mutual discussion.

REPORTING OF FRAUD


Ministry of corporate Affairs issued a notification dated 14th December 2015 and published here in the Gazette of India dated 15th December 2015 regarding amendment in the Companies (Audit and Auditors) Rules, 2014.

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Remaining Part of Companies Amendment Act became Effective


A gazette notification posted here on official website of the Gazette of India and posted on website of Ministry of Corporate Affairs says that Section 13 and Section 14 of the Companies (Amendment) Act, 2015 came into force with effect from 14th December 2015. The official language of notification read, “The Central Government hereby appoints the 14th day of December, 2015 as the date on which the provisions of section 13 and 14 of the said Act shall come into force.”

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OBLIGATIONS OF LISTED ENTITY WHICH HAS LISTED ITS SPECIFIED SECURITIES


Chapter IV of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 enumerates obligation of listed entity which has listed its specified securities on any recognised stock exchange either on main board or on SME Exchange or on institutional platform. [Regulation 15(1)]

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DIGITALLY MOBILE INDIA


With emergence of Digital India, risk and benefit are growing. Every step of further development and growth should be very well calculated. Digital India may serve the state in delivery of governance to its citizen, but may also harm with its securities lapses. This technology is not time tasted and digital security is still at its nascent stage. India critically needs its own high capacity servers to store its own data within geographic limit.  We should also have our own geo positioning system. India also need its own cloud storage system, E – mail client for at least all public servants.  We need to educate our people to protect their own privacy and sensitive data. Major concern is to provide services to citizen on their hand held digital devices like smart phone and tablets.

My Article on topic “Digitally Mobile India” is published on page 34 of souvenir of 43rd National Convention of Company Secretaries of India held from 17th December 2015 to 19th December 2015 in New Delhi.

EASE IN TAXATION


Very Soon, Indian Finance Minister will finalize this tax proposal keeping (possible a blind) eye on tax reforms. Indirect tax reforms, even at the central side of constitutional barriers are still at halt just because of long time of eye – wash of Goods and Service Tax reform There is no concrete information on present status and future of Direct Tax Code. We as citizen need to understand and reveal hardship of our tax system and support a simpler tax regime. Our views may help the Government.

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COMMON OBLIGATIONS OF LISTED ENTITIES -2


Chapter III of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 enumerates common obligations of listed entities. In this post, we will discuss some of these obligations related to Intermediaries, filings, grievance redressal mechanism Continue reading

National Herald and the Companies Act, 2013


National Herald was a newspaper and is a building and, for most political activist on social media, a case by a politician against its rivals.

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COMMON OBLIGATIONS OF LISTED ENTITIES -1


Chapter III of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 enumerates common obligations of listed entities. In this post, we will discuss some of these obligations related to Key Managerial Personnel, Compliance officer and Share Transfer Agent.

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NEIGHBOURHOOD: DRAFT COMPANY LAW OF PAKISTAN


Draft Companies Bill, 2015 of Pakistan [Pakistan Bill] was recently made available for public comments. Being global player and immediate neighbour, we in India may certainly have academic interests in this development. In this post, I will discuss 9 interesting ingredient of the stuff which has significant difference from Indian Companies Act, 2013.

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GOVERNANCE PRINCIPLES GOVERNING DISCLOSURES AND OBLIGATIONS


Regulation 4 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 enumerates principles governing disclosure and obligations of listed entities. There are two different set of principles one is general and second governance principles. In this post, we will discuss, governance principles.

Corporate Governance Principle

The listed entity which has listed its specified securities shall comply with the corporate governance provisions as specified in chapter IV which shall be implemented in a manner so as to achieve the objectives of the principles mentioned in Regulation 4(2) of SEBI (LODR) Regulations 2015.

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MGT – 7 (v. 17Nov2015)


We live in a changing world; corporate world changing fast and Indian Corporate Law fastest. A draft of the Companies (Management and Administration) third Amendment Rules, 2015 dated 16th November 2015, which is pending for publication in Official Gazette of India amend the version of form MGT -7 once again. Though these amendment rules are not available in official gazette, new version of form MGT – 7 is made available on the MCA21 portal for filing.

Note: MGT – 7 Version 17th November 2015 is being used for writing this post. Earlier posts here and here are only historic relevance now.

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GENERAL PRINCIPLES GOVERNING DISCLOSURES AND OBLIGATIONS


Regulation 4 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 enumerates principles governing disclosure and obligations of listed entities. There are two different set of principles one is general and second governance principle. In this post we will discuss general principles which deal with accounting standards, misrepresentation, adequate and timely disclosure, applicable laws and specified disclosures.

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RELATED PARTY TRANSACTIONS


The Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations 2015 was notified on 2nd September 2015 and will come into force from 1st December 2015. However, Regulation 31A of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 came into force on 2nd September 2015 on publication of these regulations along with sub – regulation (4) of Regulation 23. In last post here, we discussed Regulation 31A and in this post we will discuss Regulation 23.

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Class of shareholders


The Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations 2015 was notified on 2nd September 2015 and will come into force from 1st December 2015. However, Regulation 31A of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 came into force on 2nd September 2015 on publication of these regulations along with sub – regulation (4) of Regulation 23. Regulation 31A deals with Disclosure of Class of shareholders and Conditions for Reclassification.

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RELATED PARTY


The Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations 2015 was notified on 2nd September 2015 and will come into force from 1st December 2015. In this post we will discussion definition of Holding, Subsidiary, Associates, Relative, Related Party, and Related Party Transactions.

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Stock Exchanges and Listed Entities


The Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations 2015 was notified on 2nd September 2015 and will come into force from 1st December 2015. In this post we will discussion definition of Stock Exchanges, Listed Entities and other related terms.

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City in Companies Act, 2013


Companies Act, 2013 uses city 3 times (without taking subordinate legislations into account):

  • In section 12(5)(a) with reference to registered office;
  • In Section 27(1) for advertisement in news paper in the city of registered office;
  • In Section 96(2) for place of Annual General Meeting in city of registered office.

The Companies Act, 1956 also used this term in similar reference.

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Designated Securities


The Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations 2015 was notified on 2nd September 2015 and will come into force from 1st December 2015. In this post we will discussion definition of Designated Securities.

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