May 9, 2019

Summary of Notification in the SEBI (LODR), 2015 issued on 07/05/2019 is listed below:

1. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2019:
   Proviso to Regulation 52(1) inserted-This proviso provides that all the companies that have their equity shares and debt securities listed on the Stock Exchange shall submit a copy of the financial results to Debenture Trustees on the same day as and when the information is submitted to Stock Exchanges.
   Regulation 52(5) substituted-Companies can now submit to the Stock Exchange, a certificate signed by debenture trustee that it has taken note of the content within Seven days from the date of submission of financial results and other disclosures with the Stock Exchange. Earlier this Certificate was required to be submitted with the Stock Exchange along with the financial results and other disclosures.

(Read more)

April 02, 2019
Summary of Amendments in the SEBI (LODR), 2015, SEBI (SAST), 2011 and the Companies Act, 2013 issued on 29th and 30th March, 2019 are listed below:

1. The SEBI (Listing Obligations and Disclosures Requirements) (Amendment) Regulations, 2019:
   Regulation 23(1A)is amended to provide that w.e.f., July 01, 2019, payments made to a related party with respect to brand usage or royalty shall be considered material, when entered either individually or taken together with previous transactions during a financial year exceed two percent of annual consolidated turnover of the listed entity as per the last audited financial statements.
   
   (Read more…)
   

   
   

2. The SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2019:
   Regulation 10pertaining to General Exemptions is amended to provide that the following types of acquisitions are no longer be exempted from making an open offer for Substantial acquisition of shares or voting rights and Acquisition of control:

   a. Regulation10(1)(ia) – Acquisition of shares by the person(s), by way of allotment by the target company or purchase from lenders at the time of lending selling their shareholding or enforcing change in ownership in favour of such person(s), pursuant to a debt restructuring scheme implemented in accordance with the guidelines specified by the Reserve Bank of India.

   b. Regulation 10(2)– The acquisition of shares of Target company, not involving a change of control over such target company, pursuant to a scheme of corporate debt restructuring in terms of Corporate Debt Restructuring Scheme notified by RBI or any modification or re notification thereto provided such scheme has been authorised by shareholders by way of a special resolution passed by Postal Ballot.
   

   (Read more…)
   

   
   

3. SEBI circular No.CIR/CFD/CMD1/44/2019 dated 29/03/2019, effective from 1st April2019:
   Through this Circular, SEBI has laid down the Procedure and Formats that shall be followed by Statutory auditor of all the Listed Entities for limited review / audit report of the listed entity and those entities whose accounts are to be consolidated with the listed entity.
   
   (Read more…)
   

   
   

4. The Companies (Incorporation)Third Amendment Rules, 2019:
   Rule 38A is inserted – The amended rule requires that the application made for incorporation of a company under Rule 38[i.e., Simplified Proforma for Incorporating Company Electronically (SPICe)], shall include e-form AGILE (INC-35) that contains the application for registering with GST, ESIC and EPFO and get their respective registration numbers:
   a. GSTIN w.e.f., 31st March 2019
   b. EPFO w.e.f., 8th April 2019
   c. ESIC w.e.f., 15th April 2019
   
   (Read more…)
   

   
   

5. The Companies (Indian Accounting Standards) Amendment Rules, 2019:
   Central Government in consultation with National Advisory Committee on Accounting Standards has amended the following Indian Accounting Standards (Ind AS):
   
   • Ind AS 101 – First-time adoption of Indian Accounting Standards
   • Ind AS 103 – Business Combinations
   • Ind AS 104 – Insurance Contracts
   • Ind AS 107 – Financial Instruments: Disclosures
   • Ind AS 109 – Financial Instruments
   • Ind AS 113 – Fair Value Measurement
   • Ind AS 115 – Revenue from Contracts with Customers
   • Ind AS 116 – Leases (newly inserted)
     (Read more…)
6. The Companies (Indian Accounting Standards) Second Amendment Rules, 2019:
   Central Government in consultation with National Advisory Committee on Accounting Standards has amended the following Indian Accounting Standards (Ind AS):
   • Ind AS 101 – First-time adoption of Indian Accounting Standards
   • Ind AS 103 – Business Combinations
   • Ind AS 109 – Financial Instruments
   • Ind AS 111 – Joint Arrangements
   • Ind AS 12 – Income Taxes
   • Ind AS 19 – Employee Benefits
   • Ind AS 23 – Borrowing Costs

(1) No director of a company or any of its key managerial personnel shall buy in the company, or in its holding, subsidiary or associate company —

(a) a right to call for delivery or a right to make delivery at a specified price and

within a specified time, of a specified number of relevant shares or a specified amount of relevant debentures; or

(b) a right, as he may elect, to call for delivery or to make delivery at a specified

price and within a specified time, of a specified number of relevant shares or a specified amount of relevant debentures.

(2) If a director or any key managerial personnel of the company contravenes the

provisions of sub-section (1), such director or key managerial personnel shall be punishable with imprisonment for a term which may extend to two years or with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees, or with both.

(3) Where a director or other key managerial personnel acquires any securities in

contravention of sub-section (1), he shall, subject to the provisions contained in

sub-section (2), be liable to surrender the same to the company and the company shall

not register the securities so acquired in his name in the register, and if they are in

dematerialised form, it shall inform the depository not to record such acquisition and

such securities, in both the cases, shall continue to remain in the names of the transferors.

Explanation.—For the purposes of this section, ‘‘relevant shares’’ and ‘‘relevant

debentures’’ mean shares and debentures of the company in which the concerned person is a whole-time director or other key managerial personnel or shares and debentures of its holding and subsidiary companies.

(1) Where One Person Company limited by shares or by guarantee enters into a

contract with the sole member of the company who is also the director of the company, the company shall, unless the contract is in writing, ensure that the terms of the contract or offer are contained in a memorandum or are recorded in the minutes of the first meeting of the Board of Directors of the company held next after entering into contract:

Provided that nothing in this sub-section shall apply to contracts entered into by the

company in the ordinary course of its business.

(2) The company shall inform the Registrar about every contract entered into by the

company and recorded in the minutes of the meeting of its Board of Directors under

sub-section (1) within a period of fifteen days of the date of approval by the Board of

Directors.

(1) No company shall enter into an arrangement by which—

(a) a director of the company or its holding, subsidiary or associate company or

a person connected with him acquires or is to acquire assets for consideration other than cash, from the company; or

(b) the company acquires or is to acquire assets for consideration other than

cash, from such director or person so connected, unless prior approval for such arrangement is accorded by a resolution of the company in general meeting and if the director or connected person is a director of its holding company, approval under this sub-section shall also be required to be obtained by passing a resolution in general meeting of the holding company.

(2) The notice for approval of the resolution by the company or holding company in

general meeting under sub-section (1) shall include the particulars of the arrangement along with the value of the assets involved in such arrangement duly calculated by a registered valuer.

(3) Any arrangement entered into by a company or its holding company in contravention of the provisions of this section shall be voidable at the instance of the company unless—

(a) the restitution of any money or other consideration which is the subjectmatter of the arrangement is no longer possible and the company has been indemnified by any other person for any loss or damage caused to it; or

(b) any rights are acquired bona fide for value and without notice of the

contravention of the provisions of this section by any other person.

(1) No director of a company shall, in connection with—

(a) the transfer of the whole or any part of any undertaking or property of the

company; or

(b) the transfer to any person of all or any of the shares in a company being a

transfer resulting from—

(i) an offer made to the general body of shareholders;

(ii) an offer made by or on behalf of some other body corporate with a view to a company becoming a subsidiary company of such body corporate or a subsidiary company of its holding company;

(iii) an offer made by or on behalf of an individual with a view to his

obtaining the right to exercise, or control the exercise of, not less than one-third of the total voting power at any general meeting of the company; or

(iv) any other offer which is conditional on acceptance to a given extent,

receive any payment by way of compensation for loss of office or as consideration for retirement from office, or in connection with such loss or retirement from such company or from the transferee of such undertaking or property, or from the transferees of shares or from any other person, not being such company, unless particulars as may be prescribed with respect to the payment proposed to be made by such transferee or person, including the amount thereof, have been disclosed to the members of the company and the proposal has been approved

by the company in general meeting.

(2) Nothing in sub-section (1) shall affect any payment made by a company to a

managing director or whole-time director or manager of the company by way of compensation for loss of office or as consideration for retirement from office or in connection with such loss or retirement subject to limits or priorities, as may be prescribed.

(3) If the payment under sub-section (1) or sub-section (2) is not approved for want of

quorum either in a meeting or an adjourned meeting, the proposal shall not be deemed to have been approved.

(4) Where a director of a company receives payment of any amount in contravention

of sub-section (1) or the proposed payment is made before it is approved in the meeting, the amount so received by the director shall be deemed to have been received by him in trust for the company.

(5) If a director of the company contravenes the provisions of this section, such

director shall be punishable with fine which shall not be less than twenty-five thousand

rupees but which may extend to one lakh rupees.

(6) Nothing in this section shall be taken to prejudice the operation of any law requiring disclosure to be made with respect to any payment received under this section or such other like payments made to a director.

(1) Every company shall keep at its registered office,—

(a) where a contract of service with a managing or whole-time director is in

writing, a copy of the contract; or

(b) where such a contract is not in writing, a written memorandum setting out its terms.

(2) The copies of the contract or the memorandum kept under sub-section (1) shall be

open to inspection by any member of the company without payment of fee.

(3) If any default is made in complying with the provisions of sub-section (1) or

sub-section (2), the company shall be liable to a penalty of twenty-five thousand rupees and every officer of the company who is in default shall be liable to a penalty of five thousand rupees for each default.

(4) The provisions of this section shall not apply to a private company.

(1) Every company shall keep one or more registers giving separately the particulars

of all contracts or arrangements to which sub-section (2) of section 184 or section 188

applies, in such manner and containing such particulars as may be prescribed and after

entering the particulars, such register or registers shall be placed before the next meeting of the Board and signed by all the directors present at the meeting.

(2) Every director or key managerial personnel shall, within a period of thirty days of

his appointment, or relinquishment of his office, as the case may be, disclose to the company the particulars specified in sub-section (1) of section 184 relating to his concern or interest in the other associations which are required to be included in the register under that sub-section or such other information relating to himself as may be prescribed.

(3) The register referred to in sub-section (1) shall be kept at the registered office of the

company and it shall be open for inspection at such office during business hours and

extracts may be taken therefrom, and copies thereof as may be required by any member of the company shall be furnished by the company to such extent, in such manner, and on payment of such fees as may be prescribed.

(4) The register to be kept under this section shall also be produced at the commencement of every annual general meeting of the company and shall remain open and accessible during the continuance of the meeting to any person having the right to attend the meeting.

(5) Nothing contained in sub-section (1) shall apply to any contract or arrangement—

(a) for the sale, purchase or supply of any goods, materials or services if the

value of such goods and materials or the cost of such services does not exceed five lakh rupees in the aggregate in any year; or

(b) by a banking company for the collection of bills in the ordinary course of its

business.

(6) Every director who fails to comply with the provisions of this section and the rules

made thereunder shall be liable to a penalty of twenty-five thousand rupees.

(1) Except with the consent of the Board of Directors given by a resolution at a

meeting of the Board and subject to such conditions as may be prescribed, no company shall enter into any contract or arrangement with a related party with respect to—

(a) sale, purchase or supply of any goods or materials;

(b) selling or otherwise disposing of, or buying, property of any kind;

(c) leasing of property of any kind;

(d) availing or rendering of any services;

(e) appointment of any agent for purchase or sale of goods, materials, services

or property;

(f) such related party’s appointment to any office or place of profit in the company, its subsidiary company or associate company; and

(g) underwriting the subscription of any securities or derivatives thereof, of the

company:

Provided that no contract or arrangement, in the case of a company having a paid-up

share capital of not less than such amount, or transactions not exceeding such sums, as may be prescribed, shall be entered into except with the prior approval of the company by a special resolution:

Provided further that no member of the company shall vote on such special resolution,

to approve any contract or arrangement which may be entered into by the company, if such member is a related party:

Provided also that nothing in this sub-section shall apply to any transactions entered

into by the company in its ordinary course of business other than transactions which are not on an arm’s length basis.

Explanation.— In this sub-section,—

(a) the expression “office or place of profit” means any office or place—

(i) where such office or place is held by a director, if the director holding it receives from the company anything by way of remuneration over and above the remuneration to which he is entitled as director, by way of salary, fee, commission, perquisites, any rent-free accommodation, or otherwise;

(ii) where such office or place is held by an individual other than a director or by any firm, private company or other body corporate, if the individual, firm, private company or body corporate holding it receives from the company anything by way of remuneration, salary, fee, commission, perquisites, any rent-free accommodation, or otherwise;

(b) the expression “arm’s length transaction” means a transaction between two

related parties that is conducted as if they were unrelated, so that there is no conflict of interest.

(2) Every contract or arrangement entered into under sub-section (1) shall be referred

to in the Board’s report to the shareholders along with the justification for entering into such contract or arrangement.

(3) Where any contract or arrangement is entered into by a director or any other

employee, without obtaining the consent of the Board or approval by a special resolution in the general meeting under sub-section (1) and if it is not ratified by the Board or, as the case may be, by the shareholders at a meeting within three months from the date on which such contract or arrangement was entered into, such contract or arrangement shall be voidable at the option of the Board and if the contract or arrangement is with a related party to any director, or is authorised by any other director, the directors concerned shall indemnify the company against any loss incurred by it.

(4) Without prejudice to anything contained in sub-section (3), it shall be open to the

company to proceed against a director or any other employee who had entered into such

contract or arrangement in contravention of the provisions of this section for recovery of any loss sustained by it as a result of such contract or arrangement.

(5) Any director or any other employee of a company, who had entered into or authorised the contract or arrangement in violation of the provisions of this section shall,—

(i) in case of listed company, be punishable with imprisonment for a term which

may extend to one year or with fine which shall not be less than twenty-five thousand rupees but which may extend to five lakh rupees, or with both; and

(ii) in case of any other company, be punishable with fine which shall not be less than twenty-five thousand rupees but which may extend to five lakh rupees.