DIGEST OF REGULATORY UPDATES. This is our series of knowledge sharing initiatives towards sharing regulatory updates on Corporate Laws.

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1 Change is the law of life. And those who look only to the past or present are certain to miss the future. Keeping up to date with legislation can be time consuming, and legislation itself is complex and hard to understand. However, it s of vital importance that businesses stay up to date on regulations in their sector to keep pace with new rules and practices. There can be serious repercussions for a Company if it s discovered that they are non- compliant. This is our series of knowledge sharing initiatives towards sharing regulatory updates on Corporate Laws. Ministry of Corporate Affairs (MCA) Securities and Exchange Board of India (SEBI) INSIDE THIS ISSUE Stock Exchange (SE) Reserve Bank of India (RBI) Insolvency and Bankruptcy Board of India (IBBI) Recent Issues by PANTOMATH

2 SEBI MCA MASTER CIRCULAR FOR STOCK BROKERS (dated : ) The Master Circular is a compilation of all the existing / applicable circulars issued by Market Intermediaries Regulation and Supervision Department of SEBI pertaining to Stock Brokers. In case of any inconsistency between the Master Circular and the applicable circulars, the content of the relevant circular shall prevail. GUIDELINES FOR PREFERENTIAL ISSUE OF UNITS BY INFRASTRUCTURE INVESTMENT TRUSTS (INVITS) (dated : ) SEBI has provided guidelines for Preferential Issue by Infrastructure Investment Trusts (InvITs). In case of subsequent issue of units after its Initial Public Offer (IPO), the listed entity have to complied with said circular. CIRCULAR ON GO GREEN INITIATIVE IN MUTUAL FUNDS (dated : ) In order to bring cost effectiveness in disclosing and providing information to unit holders and as a green initiative measure, the following shall be adhered: o Disclosure of Net Asset Value (NAV) and sale / repurchase prices o Providing Annual Report or Abridged Summary o Portfolio Disclosures All provisions in the circular except paragraph B(2)(d) shall be complied within a period of 30 days from the date of issuance of this circular. TOTAL EXPENSE RATIO FOR MUTUAL FUNDS (dated : ) SEBI Circular No. SEBI/HO/IMD/DF2/CIR/P/2018/18 dated February 05, 2018 on Total Expense Ratio Change and Disclosure, has been modified. AMENDMENTS TO PREVENTION OF MONEY-LAUNDERING (MAINTENANCE OF RECORDS) RULES, 2005 (dated : ) Government of India (GOI) has notified Prevention of Money Laundering (Maintenance of Records) Second Amendment Rules, 2017 (PML Second Amendment Rules) on June 1, 2017 making Aadhar Card and PAN or Form No. 60 mandatory for both new and existing accounts with financial market intermediaries. The Notifications issued by GoI in relation to PML Rules is provided in this circular AMENDMENT TO SEBI (CREDIT RATING AGENCIES) REGULATIONS, 1999 (dated : ) In terms of Regulation 16(3) of SEBI (Credit Rating Agencies) Regulations, 1999, a CRA may withdraw a rating, subject to the CRA having i. rated the instrument continuously for 5 years or 50 % of the tenure of the instrument, whichever is higher. ii.received an undertaking from the Issuer that a rating is available on that instrument. At the time of withdrawal, the CRA shall assign a rating to such instrument and issue a press release SEBI (LODR) (FOURTH AMENDMENT) REGULATIONS, 2018 (dated : ) Except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialized form with a depositor. For securities market transactions and/or for off-market or private transactions involving transfer of shares in physical form, the transferee(s) as well as transferor(s) are not required to furnish copy of PAN card to the listed entity for registration of such transfer of securities. DISCLOSURE BY EXCHANGES RELATED TO DELIVERABLE SUPPLY AND POSITION LIMITS CALCULATION FOR AGRICULTURAL COMMODITY DERIVATIVES (dated : ) SEBI CONSTITUTES GROUP TO REVIEW INSTITUTIONAL TRADING PLATFORM (ITP) FRAMEWORK TO FACILITATE THE LISTING OF START UPS (dated : ) EXPERT COMMITTEE FOR LISTING OF EQUITY SHARE CAPITAL OF COMPANIES INCORPORATED IN INDIA ON FOREIGN EXCHANGES AND VICE VERSA (dated : ) REVIEW OF INVESTMENT BY FOREIGN PORTFOLIO INVESTORS (FPI) IN DEBT (dated : )

3 MCA EXTENSION FOR PERIOD OF ONE MONTH FOR STEERING COMMITTEE ON CSR (Dated : ) Steering Committee constituted to review CSR functioning & recommend uniform approach for its enforcement, was required to submit report on June 3, As per request from Convener of the Committee, the tenure is extended to one month. NOTICE OF STRIKING OFF OF THE LLPS UNDER THE RULE 37(1) R/W (2) OF THE LIMITED LIABILITY PARTNERSHIP RULE ROC Kerala. (Dated : ) MCA had issued notice dated June 8, 2018 regarding proposal of ROC, Kerala, for striking off of around 253 LLP s due to not carrying on any business or operation for a period of two immediately preceding financial years. The names of such LLPs shall be removed from the Register by Registrar, unless a cause is shown to the contrary, within one month from the date of this notice. COMPANIES (APPOINTMENT AND QUALIFICATION OF DIRECTORS) 3RD AMENDMENT RULES, 2018 (Dated : ) Form DIR-3 and DIR-6 revised w.e.f. June 15, LLP (AMENDMENT) RULES, 2018 (Dated : ) a. Every individual, who intends to be appointed as a designated partner of an existing LLP, shall make an application electronically in Form DIR-3 b. In the event of any change in particulars, Individual shall make an application in Form DIR-6 within 30 days of change. COMPANIES (MANAGEMENT AND ADMINISTRATION) 2ND AMENDMENT RULES, 2018 (Dated : ) Omission of Form MGT-10 Special resolution in Form MGT-14, for keeping registers or copies of return at any other place in India is omitted. EGM can also be held at a place other than India. COMPANIES (SIGNIFICANT BENEFICIAL OWNERS) RULES, 2018 (Dated : ) "Significant beneficial owner" means an individual referred to in sub-section (1) of section 90 (holding ultimate beneficial interest of not less than ten per cent) read with sub-section (10J) of section 89, but whose name is not entered in the register of members of a company as the holder of such shares, and the term 'significant beneficial ownership' shall be construed accordingly. Every significant beneficial owner and every individual, who, after the commencement of these rules, acquires significant beneficial ownership in a company shall file a declaration in Form No. BEN-I to the Company On receipt of declaration the Company shall file return of declaration in Form No. BEN-2 with the Registrar within 30 days of declaration. The company shall maintain a register of significant beneficial owners in Form No. BEN-3 COMPANIES (REGISTERED VALUERS AND VALUATION) 2ND AMENDMENT RULES, 2018 (Dated : ) Presidents of, the Institute of Chartered Accountants of India, the Institute of Company Secretaries of India, the Institute of Cost Accountants of India can be ex-officio members of the committee. COMMENCEMENT OF SECTIONS UNDER COMPANIES (AMENDMENT) ACT, 2017 W.E.F (Dated : ) Sr. No. Companies (Amendment) Act, 2017 Companies Act, Section 22 Section 90 2 Section 24 Section 93 3 Section 25 Section 94 4 Section 26 Section 96 5 Section 71 Section 216 Heading Beneficial Ownership of Shares Return to be filed with Registrar in case promoters stake changes Place of keeping and inspection of registers, returns, etc. Annual General Meeting (AGM) Investigation of ownership of company.

4 RBI SEs EXTERNAL COMMERCIAL BORROWINGS (ECBS) MONTHLY REPORTING THROUGH ECB 2 RETURN (Dated : ) The Master Direction, inter alia, stipulates the reporting arrangement for ECBs through ECB-2 Return to capture the details of the hedges for ECBs Revised monthly reporting format of ECB 2 Return would be applicable from month-end June F4B3F.PDF FOREIGN INVESTMENT IN INDIA - REPORTING IN SINGLE MASTER FORM (Dated : ) Reserve Bank, with the objective of integrating the extant reporting structures of various types of foreign investment in India, introduced a Single Master Form (SMF). The SMF would be filed online. SMF would provide a facility for reporting total foreign investment in an Indian entity as also investment by persons resident outside India in an Investment Vehicle. Prior to the implementation of the SMF, Reserve Bank would provide an interface to the Indian entities, to input the data on total foreign investment in a specified format. The interface will be available on RBI website from June 28, 2018 to July 12, Indian entities not complying with this pre-requisite will not be able to receive foreign investment (including indirect foreign investment) and will be noncompliant with Foreign Exchange Management Act, 1999 and regulations made thereunder PDF INVESTMENT BY FOREIGN PORTFOLIO INVESTORS (FPI) IN DEBT - REVIEW (dated : ) PDF AMENDMENTS TO SEBI (DELISTING OF EQUITY SHARES) REGULATIONS, SEBI (SAST) REGULATIONS, SEBI (ICDR) REGULATIONS AND SEBI (LODR) REGULATIONS (Date : and ) SEBI has on May 31, 2018 notified the SEBI (Delisting of Equity Shares) Regulations, SEBI (SAST) Regulations and SEBI (ICDR) Regulations. The above amendments relate to the companies under Insolvency and Bankruptcy Code bd0e406&Page=cir efd56bd7ec72&page=cir INTIMATION REGARDING DISCLOSURES TO BE MADE IN THE PROSPECTUS FOR PUBLIC ISSUE OF DEBT SECURITIES AND NON-CONVERTIBLE REDEEMABLE PREFERENCE SHARES POST AMENDMENT IN THE COMPANIES ACT, 2013 (Dated : ) SEBI has advised the stock exchanges to intimate to issuers that till such time, new disclosure norms are notified by SEBI for public issue of debt securities and non-convertible redeemable preference shares, the issuers shall continue to make disclosures in the prospectus, as hitherto provided in the Companies Act, 2013 and the rules made thereunder viz. before the amendment of section 26(1) and the rules made thereunder. COMPLIANCES / DISCLOSURES REQUIREMENTS FOR LISTED COMPANIES UNDER CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP) (Dated : ) IBBI FEE AND OTHER EXPENSES INCURRED FOR CORPORATE INSOLVENCY RESOLUTION PROCESS (Dated : ) IP is directed to ensure that the fee payable to him, fee payable to an Insolvency Professional Entity, and fee payable to Registered Valuers and other Professionals, and other expenses incurred by him during the CIRP are reasonable IP is directed to disclose fee and other expenses in the relevant Form to the Insolvency Professional Agency of which he is a member for all concluded CIRPs by 15th July, ther%20expenses%20incurred%20for%20cirp%20[june%202018]_ %2017:07:09.pdf Our Recent Issues PRECURSOR: SEBI CIRCULAR - SYSTEM DRIVEN DISCLOSURES IN SECURITIES MARKET SEBI on issued a Circular No. SEBI/HO/CFD/DCR1/CIR/P/2018/85 on additional system - driven disclosures for Non-Promoters, Directors and Employees of all the Listed Entities under SEBI (SAST) Regulations, 2011 and SEBI (PIT) Regulations, Certain initial and subsequent disclosures are required to be made by the companies under Insider Trading Regulations while under SAST regulations, obligation is cast on the depositories to submit data of certain Shareholders to the Exchange. WU1MGRVtZWF5DDFNNF1RdRFIIWnZCVggVDVwFRFxUFgkUFhlaWVU=&client=11414

5 Corporate Advisory Services Assurance & Risk Management o Due Diligence o Governance Audit o Compliance Health Check o Concurrent Audit of R& T Transactions o Knowledge Warehousing Business Law & Transaction Advisory o Statutory Compliances & Secretarial Support Services o Litigation Assistance (CLB/NCLT/BIFR/Court) o Compliance Health Check o M&A, Takeovers, Demergers & Hive-Off o Joint Venture (Domestic & Overseas) o Cross-border Transaction Advisory o Corporate Restructuring Corporate Management & Strategies o Board Governance o Business Planning & Strategy o Project Appraisal o Joint Venture (Domestic & Overseas) o Commercial Negotiation o Business Succession Strategies Landline: (022) Mobile: Corporate Office : Mumbai , Keshava Premises, Bandra Kurla Complex, Bandra (East), Mumbai Branch Offices at: Ahmedabad I Delhi I Surat Pune Associate Offices at: Chandigarh I Jodhpur I Nagpur Website: mahavir.lunawat@pantomathgroup.com abhinav.agarwal@pantomathgroup.com Online Initiatives: Let s Take It Forward. Progress with Values Disclaimer All data and information is provided for informational purposes only and is not intended for any factual use. It should not be considered as binding / statutory provisions. Neither Pantomath Capital Advisors nor any of its group company, directors, or employs shall be liable for any of the data or content provided for any actions taken in reliance thereon.