Friday, July 13, 2018 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)
Friday, June 13, 2018 MCA SEBI OVERSEAS INVEMSTMENT BY ALTERNATIVE INVESTMENT FUNDS (AIF) /VENTURE CAPITAL FUNDS (VCF) (Dated : 03.07.2018) SEBI (AIF) Regulations 2012 were notified on May 21 st 2012by repealing and replacing SEBI (VCF) Regulation 1996 Now AIF and VCF are allowed overseas investment to the extent of USD 750 Million. https://www.sebi.gov.in/legal/circulars/jul-2018/overseas-investment-by-alternativeinvestment-funds-aifs-venture-capital-funds-vcfs-_39424.html GUIDELINES ON ANTI-MONEY LAUDERING(AML) STANDARDAND COMBATING THE FINANCING OF TERRORISM(CFT)/OBLIGATIONS OF SECURITIES MARKET INTERMEDIARIES UNDERTHE PREVENTIONOF MONYE LAUNDERING ACT,2002 AND RULES FRAMED THERE UNDER (Dated : 04.07.2018) The Prevention of Money Laundering Act, 2002 (PMLA) was brought into force with effect from 1 st July 2005 https://www.sebi.gov.in/legal/master-circulars/jul-2018/guidelines-on-anti-moneylaundering-aml-standards-and-combating-the-financing-of-terrorism-cft-obligations-ofsecurities-market-intermediaries-under-the-prevention-of-money-laundering-act-2002-a- _39431.html REVIEW OF ADJUSTMENT OF CORPORATE ACTIONS FOR STOCK OPTIONS (dated : 05.07.2018) Prescribed adjustment of corporate actions for stock option contracts and principles for adjustment in derivative contracts at the time of corporate actions Adjustment in strike price shall be carried out if declared dividend at and above 5% of market value and listed entity has sought exemption from time line prescribed under SEBI(LODR)Regulation 2015. https://www.sebi.gov.in/legal/circulars/jul-2018/review-of-adjustment-of-corporate-actionsfor-stock-options_39455.html MASTER CIRCULAR FOR MUTUAL FUNDS (Dated : 10.07.2018) For effective regulation of the Mutual Fund Industry, SEBI has issuing various circular from time to time. https://www.sebi.gov.in/legal/master-circulars/jul-2018/master-circular-for-mutualfunds_39491.html CORE SGF AND STANDARDISED STRESS TESTING FOR CREDIT RISKFOR COMMODITY DERIVATIVES (Dated : 11.07.2018) Settlement Guarantee Fund and stress test to determine adequacy of SGF prescribed by Forward Market Commission for National Commodity Derivative Exchanges. Clearing corporation clearing commodity derivative shall comply with the provision SEBI circular dated August 27 th 2014 prescribed Minimum Required Corpus (MRC) for each segment MRC of any stock exchange shall be INR 10 Crores. https://www.sebi.gov.in/legal/circulars/jul-2018/core-sgf-and-standardized-stress-testing-forcredit-risk-for-commodity-derivatives_39527.html DISCONTINUATION OF ACCEPTANCE OF CASH BY STOCK BROKERS (Dated : 12.07.2018) All payments shall be received / made by the stock brokers from / to the clients strictly by account payee crossed cheques / demand drafts or by way of direct credit into the bank account through electronic fund transfer, or any other mode permitted by the Reserve Bank of India. but not in any case shall accept cash from their clients. https://www.sebi.gov.in/legal/circulars/jul-2018/discontinuation-of-acceptance-of-cash-bystock-brokers_39534.html INVESTMENT BY FOREIGN PORTFOLIO INVESTORS (FPI) THROUGH PRIMARY MARKET ISSUANCES (Dated : 13.07.2018) Key Highlights SEBI wide this circular mandates certain provision for Investment by Foreign Portfolio Investors (FPI) through primary market issuances. https://www.sebi.gov.in/legal/circulars/jul-2018/investment-by-foreign-portfolio-investors-fpithrough-primary-market-issuances_39539.html IBBI ((INSOLVENCY RESOLUTION PROCESS FOR CORPORATE PERSONS) (THIRD AMENDMENT) REGULATIONS, 2018 (Dated : 04.07.2018) For corporate debtor having classes of creditors with at least ten creditors, the IRP professional needs to provide three IPs in the public announcement. The IP who is choice of the highest number of creditors to be appointed as representative of creditors of respective class. Withdrawal application may be submitted to the IRP/RP before issue of invitation for expression of interest. If appointment of RP is delayed, IRP shall perform the functions of RP from the 40 th day of commencement till RP is appointed. Meeting of CoC to be called by giving of 24 hours to 5 days. RP shall form an opinion w.r.t certain transaction by 75th day, make determination by 115th day and apply to the Adjudicating Authority for appropriate relief before 135th day of insolvency commencement. RP to publish an invitation for expression of interest by the 75th day. Model timeline of CIRP assuming that IRP is appointed on the date of commencement is provided For more details please refer below link http://ibbi.gov.in/webadmin/pdf/whatsnew/2018/jul/187054_2018-07-05%2020:49:53.pdf Empanelment of Insolvency Professional Entities. (Dated : 06.07.2018) An IPE cannot provide any service to any person. It can provide only support services to the insolvency professionals who are its partners or directors. No person other than a person registered as an IP with the IBBI can render services as an IP. http://ibbi.gov.in/webadmin/pdf/whatsnew/2018/jul/circular-empanelment%20of%20ipe- Final_2018-07-06%2022:42:34.pdf
Friday, June 13, 2018 MCA COMPANIES (APPOITMENT AND QUALIFICATION OF DIRECTORS) 4 TH AMENDMENT RULES, 2018 The Central Government or Regional Director or any officer authorized by Central Government or Regional Director shall deactivate the DIN of an Individual who does not intimate his particulars in e-form DIR-3 KYC. Every individual who has allotted DIN as on 31 st March shall submit such e- form before 30 th April of next financial year and who has already been allotted a DIN as at 31 st March 2018 shall submit e- form on or before 31 st August, 2018 http://mca21.gov.in/ministry/pdf/companiesappointmentqualificationrules_06072018.pdf COMPANIES (AUTHORISED TO REGISTER) SECOND AMENDMENT RULES, 2018. (Dated: 05.07.2018) They shall come into force from 15th August 2018. There shall be two or more members for the purpose of registration of company under Rule 3(1) Company with less than 7 members shall register as a private company. http://mca21.gov.in/ministry/pdf/companiesauthorisedregister_06072018.pdf COMPANIES (REGISTRATION OFFICES AND FEES) THIRD AMENDMENT RULES,2018 No Fee payable on e-form DIR-3-KYC till 30 th April of every F.Y. After 31 st March required to pay Fees for delay Rs.5000/- In case of current financial 2018-19 no fee chargeable till the 31 st August, 2018 and fees of Rs.5000/- shall be payable on or after 1 st September, 2018. For more details please refer belo w link: http://mca21.gov.in/ministry/pdf/companiesregistrationofficesfeesrle_06072018.pdf COMPANIES (REGISTRATION OF CHARGES) AMENDMENT RULES, 2018 Company or charge holder shall give intimation of satisfaction of change within a period of 300 days instead of 30 days. http://mca21.gov.in/ministry/pdf/companiesregistrationchargesrules_06072018.pdf COMPANIES (ACCEPTANCE OF DEPOSITS) AMENDMENT RULES, 2018 They shall came into force on 15 th August 2018 Certificate from statutory auditor of the Company for compliance with repayment of deposits or interest shall be attached in form DPT-1 Rule 5 shall be Omitted Rule 13 provided that amount remaining deposited shall not at any time fall below 20% (earlier was 15%) of amount deposits maturing during F.Y. http://mca21.gov.in/ministry/pdf/companiesacceptancedepositsamendmentrules_06 072018.pdf COMMENCEMENT NOTIFICATION Central Government hereby notify section 15,16,75,76 of Companies (Amendment) Act 2017 from 15 th August 2017 http://mca21.gov.in/ministry/pdf/commencementnotification0507_06072018.pdf COMMENCEMENT NOTIFICATION (Dated: 05.07.2018) Central Government hereby notify section 20 of Companies (Amendment) Act 2017 from 05 th July 2017 http://mca21.gov.in/ministry/pdf/commencementnotification05_06072018.pdf
Friday, July 13, 2018 RBI SEs MASTER CIRCULAR CREDIT FACILITIES TO MINORITY COMMUNITIES (Dated: 02.07.2018) The Master Circular consolidates the instruments / guidelines / directives issued to banks till that date relating to Credit Facilities to Minority Communities. The Master Circular has been issued suitably updated by incorporating the instructions issued up to June 30, 2018. https://rbidocs.rbi.org.in/rdocs/notification/pdfs/08mca2a057c4748247b9b447 0F8C8F5A1D92.PDF MASTER CIRCULAR KISAN CREDIT CARD (KCC) SCHEME (Dated: 04.07.2018) Reserve Bank has issued guidelines on Kisan Credit Card (KCC) Scheme from time to time. The Master Circular consolidates the relevant guidelines issued by the Bank on Kisan Credit Card Scheme upto June 30, 2018. https://rbidocs.rbi.org.in/rdocs/notification/pdfs/10mckcc0407189d000371de0 14EBB8EBAB1015C765689.PDF MASTER CIRCULAR ON RELIEF / SAVINGS BONDS (dated : 02.07.2018) RBI vide this notification prescribes the procedure for appointment/delisting of brokers, payment & rates of brokerage for Saving Bonds and Nomination facility for Relief/Savings Bonds https://rbidocs.rbi.org.in/rdocs/notification/pdfs/61md0825f724310142cbb351 B33F9C3F80FA.PDF RBI EXTENDED DATE OF REGISTRATION FOR THE ENTITY MASTER TILL JULY 20, 2018 (dated : 10.07.2018) Reserve Bank have extended date of registration for the Entity Master Form till July 20, 2018 https://firms.rbi.org.in/firms/faces/pages/login.xhtml AMENDMENTS TO REGULATION 40 OF SEBI (LODR) REGULATIONS, 2015 WITH RESPECT TO MANDATORY DEMATERIALIZATION FOR TRANSFER OF SECURITIES (Dated: 05.07.2018) BSE vide its circular has mandated to all listed companies and their Registrars and Transfer Agents (RTA s) that with effect from December 5, 2018, transfer of securities would be carried out in dematerialized form only https://www.bseindia.com/corporates/displaydata.aspx?id=cd22b184-1153-4b05-8ad9-d04699161f89&page=cir DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION (Dated: 05.06.2018) To prevent misuse of UPSI by investors or market participants who are privy to information before disseminated to public at large. The Company has to ensure that the financial results not leaked before the same are disclosed by the company. The company shall on its own initiative make public disclosure of provisional figures as close to quarter end as possible so that the information become generally available to public. It is necessary to ensure that there is no leakage of UPSI and to consider as to what stage a UPSI needs to be disseminated by a company to prevent any misuse of information. https://www.bseindia.com/corporates/displaydata.aspx?id=1ea8e447-b728-4dc5-96e6-4ac1eb4aec5e&page=cir MONITORING OF FOREIGN INVESTMENT LIMITS IN LISTED INDIAN COMPANIES (Dated : 12.07.2018) MASTER CIRCULAR FOR STOCK BROKERS (Dated: 13.07.2018) DISCONTINUATION OF ACCEPTANCE OF CASH BY STOCK BROKERS (Dated: 13.07.2018)
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