JANUARY 2017- UPDATES

QUOTES

1. “Nothing is impossible, the word itself says 'I'm possible'!”

- Audrey Hepburn

2. If opportunity doesn’t knock, build a door.

- Milton Berle

COMPANIES ACT , 2013

1. Notification – Exemption to Specified International Financial Services Centers Private Company – under Section 462 of the Companies Act, 2013

Ministry of Corporate Affairs has issued Notification No. G.S.R. 9(E) dated 04th Jan, 2017.

The central government has granted certain exemptions to private companies being set up in International Financial Services Centers (IFSC) from the norms of the Companies Act 2013 in the interest of public which is licensed to operate by the Reserve Bank of India or the Securities and Exchange Board of India or the Insurance Regulatory and Development Authority of India from the International Financial Services Centre located in an approved multi services Special Economic Zone set-up under the Special Economic Zones Act, 2005.

The exceptions, modifications and adaptations shall be provided in the link below: http://www.mca.gov.in/Ministry/pdf/IFSC_Public_04012017.pdf

2. Notification – Exemption to Specified International Financial Services Centers Public Company – under Section 462 of the Companies Act, 2013

Ministry of Corporate Affairs has issued Notification No. G.S.R. 08(E) dated 04th Jan, 2017.

The central government has granted certain exemptions to unlisted public company being set up in International Financial Services Centers (IFSC) from the norms of the Companies Act 2013 in the interest of public which is licensed to operate by the Reserve Bank of India or the Securities and Exchange Board of India or the Insurance Regulatory and Development

Authority of India from the International Financial Services Centre located in an approved multi services Special Economic Zone set-up under the Special Economic Zones Act, 2005.

The exceptions, modifications and adaptations shall be provided in the link below: http://www.mca.gov.in/Ministry/pdf/IFSC_Public_04012017.pdf

3. Investor Education and Protection Fund Authority Rules, 2017

Ministry of Corporate Affairs has issued Notification No. G.S.R. 46(E) dated 18 th Jan, 2017 to make rules in the Investor Education and Protection Fund Authority (Recruitment , Salary and other Terms and Conditions of Service of General Manager and Assistant General Manager) Rules, 2017.

Read More at: http://www.mca.gov.in/Ministry/pdf/IEPFAuthorityRules_06022017.pdf

4. Companies (Incorporation) Amendment Rules, 2017

Ministry of Corporate Affairs has issued Notification No. G.S.R. (E) dated 25 th Jan, 2017 to make amendment in the Companies (Incorporation) Rules, 2014.

Rule 18 shall be substituted as “The Certificate of Incorporation shall be issued by the Registrar in Form No. INC-11 and the Certificate of Incorporation shall mention permanent account number of the company where if it is issued by the Income-tax Department”.

MCA has been revised the Form No. INC-11 (Certificate of Incorporation) and INC-32 (Incorporation of Company) through Notification.

Read More at: http://www.mca.gov.in/Ministry/pdf/IncorporatinRules_27012017.pdf

5. New version of spice forms INC.32 (Incorporation of Company) has been notified with effect from 30.01.2017, it also includes the application for company PAN and TAN.

6. Revised form INC.7 is applicable for Incorporation of Part 1 Companies And Companies with more than 7 subscribers w.e.f. 15th jan 2017. Incorporation of OPC and Companies with upto 7 Subscribers SPICE Form INC.32 should only be used.

7. The Revised version of Form SPICE (INC 32) mandatorily requires application for both PAN and TAN.

8. PAN will be printed in the certificate of incorporation and TAN will be separately communicated by email.

Securities And Exchange Board Of India

1. SEBI (Portfolio Managers) Regulations, 1993

SEBI has introduced Notification dated 02nd January, 2017 to provide a framework for registration of fund managers for overseas funds, pursuant to introduction of Section 9A in the Income Tax Act, 1961.

Read More at: http://www.sebi.gov.in/cms/sebi_data/pdffiles/35523_t.pdf

2. SEBI has issued the Notification No. SEBI/LAD/NRO/GN/2016-17/019 dated 2 nd January, 2017 to make amendment on Securities and Exchange Board of India (Portfolio Managers) (Amendment) Regulation, 1993.

I. In regulation 6, in sub-regulation (2), in clause (c),-

(a) In sub-clause (ii), the symbol "." shall be substituted for the symbol and words “; or”;

(b) After sub-clause (ii) the following sub-clause shall be inserted, namely:-

"(iii) a CFA charter from the CFA Institute."

II. After Chapter II and before Chapter III, the Chapter II-A “Eligible Fund Managers” shall be inserted.

Read More at : http://www.sebi.gov.in/cms/sebi_data/attachdocs/1483590008700.pdf

3. SEBI has introduced Notification dated 4th January, 2017 on Public Issuance of Non-Convertible Debentures having credit rating below Investment Grade:

(a) To prescribe a framework for ‘Risk-o-meter’ with respect to such issuances.(b) To enhance disclosure requirements with respect to such issuances.(c) Restriction on investment amount in case of Retail Investor and Allocation to Retail Investors in Base Issue Size with respect to such issuances.

Read More at: http://www.sebi.gov.in/cms/sebi_data/attachdocs/1483532603493.pdf

4. SEBI has introduced Notification dated 4th January, 2017 on Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.In Regulation 26, the title shall be substituted with "Obligations with respect to employees including senior management, key managerial persons, directors and promoters".

Read More at: http://www.sebi.gov.in/cms/sebi_data/attachdocs/1483605829638.pdf

5. SEBI has introduced Notification dated 4th January, 2017 on Securities and Exchange Board of India (Alternative Investment Funds) (Amendment) Regulations, 2016.In the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012,- (i) In sub-regulation (4) of regulation 19E, for the words “forty nine”, the words “two hundred” shall be substituted.(ii) In Regulation 19F,-(a) In sub-regulation (1), the word “only” shall be deleted.(b) In clause (a) of sub-regulation (1), the words “have been incorporated during the preceding three years from the date of such investment” shall be substituted by the words “complies with the criteria regarding the age of the venture capital undertaking/startup issued by the Department of Industrial Policy and Promotion under the Ministry of Commerce and Industry, Government of India vide notification no. G.S.R. 180(E) dated February 17, 2016 or such other policy made in this regard which may be in force;”.(c) In sub-regulation (2), for the words “fifty”, the words “twenty five” shall be substituted.(d) In sub-regulation (3), for the words “three years”, the words “one year” shall be substituted. (e) After sub-regulation (5), the following sub-regulation (6) shall be inserted, namely:- “(6) An angel fund may also invest in the securities of companies incorporated outside India subject to such conditions or guidelines that may be stipulated or issued by the Reserve Bank of India and the Board from time to time.”

Read More at: http://www.sebi.gov.in/cms/sebi_data/attachdocs/1483605567029.pdf

6. SEBI has issued Circular No. SEBI/HO/MRD/DSA/CIR/P/2017/5 dated 05th January, 2017 on All Exclusively Listed Companies in the Dissemination Board (shares of companies available for buying and selling and not for companies referred as vanishing companies.) is to protect the interests of investors in securities and to promote the development of, and to regulate the securities market.

Read More at: http://www.sebi.gov.in/cms/sebi_data/attachdocs/1483618980008.pdf

7. SEBI has issued the Notification No. SEBI/LAD/NRO/GN/2016-17/020 dated 12th January, 2017 to further amend the Securities Contract (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2012.

(I) in regulation 17,-

(a) in sub-regulation (3), after the words “stock exchange”, for the symbol “.” the symbol “:” shall be substituted;

(b) after sub-regulation (3), the following shall be inserted,-

“Provided that, -

(i) a foreign stock exchange;(ii) a foreign depository; (iii) a foreign banking company; (iv) an foreign insurance company; and (v) a foreign commodity derivatives exchange,

may acquire or hold, either directly or indirectly, either individually or together with persons acting in concert, upto fifteen per cent. of the paid up equity share capital of a recognised stock exchange.

Read More at:

http://www.sebi.gov.in/cms/sebi_data/attachdocs/1484304686250.pdf

8. SEBI has issued the Notification No. SEBI/LAD/NRO/GN/2016-17/018 dated 12 th January, 2017 to amend the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014.

(a) In regulation 21,-

i. in sub-regulation (1), in clause (a),–

The word “Securities in the primary and secondary markets including shares”, the word “Shares” shall be substituted.

(b) after the word “India”, the words and symbol “, through primary and secondary markets”, shall be inserted.

Read More at: http://www.sebi.gov.in/cms/sebi_data/attachdocs/1484304556024.pdf

9. SEBI has been conducted a Board Meeting dated 14th January, 2017 on the matters regarding-

(a) Reduction of Fees payable by brokers by 25% and Calibration of other fees

(b) Review of advertisement guidelines for Mutual Funds

(c) Investment by Mutual Funds in Hybrid Instruments

(d) Regulatory Framework on Schemes of Arrangements – Mergers and Demergers

(e) Empowerment of Stock Exchanges for effective regulation of Listed Entities

(f) SEBI (Issue and listing of Debt Securities by Muncipalities) Regulations, 2015 to provide a criteria alternative to “Net Worth” for municipalities making public issue of debt securities under these regulations.

(g) SEBI (Settlement of Administrative and Civil Proceedings) Regulations, 2014

(h) Enabling Payment by Digital Mode.

Read More at: http://www.sebi.gov.in/cms/sebi_data/pdffiles/35602_t.pdf

10. SEBI has conducted the seventh meeting dated 14th January, 2017 of the International Advisory Board of SEBI on the matters regarding:

(a) Issues and Developments in Corporate Governance.

(b) Migration from Commission Based to Fee Based Advisory Model.

(c) New Practices to Strengthen Indian Fund Industry - Passporting of Funds.

(d) Internationalization of Indian Securities Market.

(e) Crowd funding Framework.

(f) Open-house Session on Challenges Facing Securities Markets.

Read More at:

http://www.sebi.gov.in/cms/sebi_data/pdffiles/35601_t.pdf

11. SEBI has issued a Circular No. SEBI/HO/MRD/DSA/CIR/P/2017/9 dated 27th January, 2017 on Procedure for Exchange Listing Control Mechanisms.

Read More at:

http://www.sebi.gov.in/cms/sebi_data/attachdocs/1485515472109.pdf

12. SEBI has issued a Press Release dated 30th January, 2017 regarding Caution to the Investors.

Read More at: http://www.sebi.gov.in/sebiweb/home/detail/35671/yes/PR-Caution-to-the-Investors

Reserve Bank Of India

1. The Reserve Bank of India has introduced a facility of exchange of specified bank notes (SBNs) to give an opportunity to Indian citizens and non resident Indian (NRI) citizens who were abroad during November 9, 2016 to December 30, 2016.

Resident Indian citizens who were abroad during November 9, 2016 to December 30, 2016 can avail this facility upto March 31, 2017 and Non Resident Indian citizens who were abroad during November 9, 2016 to December 30, 2016 can avail this facility upto June 30, 2017.

Read More at: https://www.rbi.org.in/Scripts/BS_PressReleaseDisplay.aspx?prid=39107

2. India International Investment Positions(IIP),September,2016

International Investment Position (IIP) is a statistical statement that shows, at a point in time, the value and the composition of:

(a) financial assets of residents of an economy that are claims on non-residents & gold bullion held at reserve assets &

(b) liabilities of residents of an economy to non-residents

Difference of above shall be a net IIP.

Net claim on non-residents – increased by US$ 14.8 Billion

Indian Residents’ Financial Assets Abroad- stood at US$ 564.8 billion

Foreign-owned assets in India - increased by US$ 27.3 billion

Read More at: https://www.rbi.org.in/Scripts/BS_PressReleaseDisplay.aspx?prid=39100

3. Allocation of Cash for Rural Areas

On observing that bank notes, being supplied to rural areas, at present, are not commensurate with the requirements of rural population, some steps have already been initiated to ensure that at least 40% bank notes are supplied to rural areas and to mitigate the issue in a more enduring manner Banks should advise their currency chests to step up issuance of fresh notes to rural branches of RRBs, DCCBs and commercial banks.

Read More at: https://rbi.org.in/Scripts/NotificationUser.aspx?Id=10814&Mode=0

4. Growth in Sales and Net Profits marked Private Corporate Performance

Non Government non financial Companies grew up by 1.9%.

Read More at: https://www.rbi.org.in/Scripts/BS_PressReleaseDisplay.aspx?prid=39149

5. Macro and Micro Drivers of Business Potential of IFSCs in India

After Establishment and success of GIFT India’s first International Financial Services Centre (IFSC) that brings together world class infrastructure, connectivity, people and technology on a single platform for businesses across the world. An all-inclusive and modern economic zone, it offers global firms competitive access to India’s large and burgeoning demand for financial services.

Read More at: https://www.rbi.org.in/Scripts/BS_SpeechesView.aspx?Id=1031

6. RBI release the 27th half yearly report on management of foreign exchange reserves.

Read More at: https://rbi.org.in/Scripts/BS_PressReleaseDisplay.aspx?prid=39241

National Company Law Tribunal

1. The Kolkata Bench of NCLT has passed the order dated 02nd January, 2017 in the case of M/s Richbirds under section 241/242. The oder was passed by Hon'ble Member, Shri Vijai Pratap Singh(J), Shri S. Vijayragavam Member(T).

The Petitioner filed the petition for restoration of C.P. No. . The C.P. No. was dismissed and restoration application was filed. Sufficient reasons have been given for non-appearance. In the interest of justice it is necessary that the case be decided on merit. Therefore the C.P. No. deserves to be allowed. The company Petition may be registered on its original number. The interim order has been passed for revival of C.P. No. .

Read More at: http://nclt.gov.in/Publication/Kolkata_Bench/2017/397_398/Richbirds.pdf

2. The Ahemdabad Bench of NCLT has passed the order dated 02nd January, 2017 in the case of M/s Plethico Pharmaceuticals Ltd. under section 74(2). The order was passed by Hon'ble Mr. Bikki Raveendra Babu, Member (J).

(a) Petition is filed by Plehico pharma.(b) Petitioner Co. is facing difficulty in repayment of deposits received & payment of interest thereon.(c) Depositors filed application & honable member directed to pay arrears of interest.(d) Govt of MP granted relief for 1 year & ask for one time settlement proposal to bank.(e) Coming to the winding up petition Before HC of MP No order is placed before this tribunal to show that the stay order is extended.(f) When the petitioner is not taking all any effective steps & it is voilating the orders passed by the CLB , it is not entitled for extention of time for repayment .(g) In the result petition is dismissed at the admission stage.

Read More at: http://nclt.gov.in/Publication/Ahmedabad_Bench/2017/Others/Final_Plethico%20Pharmaceuticals%20Ltd..pdf

3. The New Delhi Bench of NCLT has passed the order dated 09th January, 2017 in the case of M/s Premium Acres Infratech Pvt. Ltd. & Ors. under section 397/398. The order was passed by Smt. Ina Malhotra, Hon'ble Member (J).

There was a dispute of the Petitioner is that the Petitioner No. 2 was illegally removed as a director of the Respondent company, while the resignation of Petitioner No. 3 is alleged to be forged. The Petitioners have further made allegations against Respondent 2 and 3 of the Siphoning of the funds of the Respondent no. 1 Company.

The Bench ordered that the act of forgery and cheating cannot be determined by this Tribunal which can only be determined by the Civil Courts and Investigating Authorities.

Read More at: http://nclt.gov.in/Publication/New_Delhi_Bench/2017/397_398/Premium%20Acres%20Infratech%20Pvt.%20Ltd.%20&%20Ors.%202%20F.pdf

4. The Kolkata Bench of NCLT has passed the order dated 11th January, 2017 in the case of M/s Maheshwary Ispat under section 241(1). The order was passed by Hon'ble Member, Shri Vijai Pratap Singh(J), Shri S. Vijayragavam Member(T).

The case is called out twice. None is present from Petitioner’s and Respondents’ sides. The petition is dismissed in default.

Read More at: http://nclt.gov.in/Publication/Kolkata_Bench/2017/397_398/Maheshwary%20Ispat.pdf

5. The Principal Bench of NCLT has passed the order dated 13th January, 2017 in the case of M/s Sai Nath Trade Link Pvt. Ltd. under section 241/242. The order was passed by Chief Justice Shri M.M. Kumar, Hon'ble President Sh. M.K. Hanjura, Hon'ble Member (J).

Parties has arrived at an amicable settlement and have resolved the disputes involved in the present case.

Read More at: http://nclt.gov.in/Publication/Principal_Bench/2017/397_398/Sai%20Nath%20trade%20Link%20Pvt%20ltd..pdf

6. The Principal Bench of NCLT has passed the order dated 13th January, 2017 in the case of M/s JVA Trading Pvt. Ltd. under section 230/232. The order was passed by Chief Justice Shri M.M. Kumar, Hon'ble President Sh. M.K. Hanjura, Hon'ble Member (J).

(a) JVA Trading Private Limited (Transferor Company) And C&S Electric Limited (Transferee company).(b) Case is not concluded till yet.

Read More at: http://nclt.gov.in/Publication/Principal_Bench/2017/Others/JVA%20Trading%20Pvt%20Ltd..pdf

7. The Hyderabad Bench of NCLT has passed the order dated 23rd January, 2017 in the case of M/s PMP LUNGHI Pvt. Ltd. under section 237/397/398/402/406. The order was passed by Hon'ble Member(J) Mohd Sharief Tariq & K. Anantha Padmanabha Swamy(J).

The Petitioner has leveled allegations of Oppression and Mismanagement of the affairs of the company. The petitioner has also prayed for interim relief under the appointment of Chartered Accountant for auditing the accounts of the company and appointment of interim administrator. After appearing both of the parties and going through the written submission filed, it seems appropriate to wait till the report of the Chartered Accountant is submitted. When the detailed report would be made available, then we could be in a position to make fair assessment with regard to the desirability or otherwise of the appointment of interim administrator to manage the affairs of the company.

The bench feels to put the issue on hold till the report of the Chartered Accountant is received by the bench and considered.

Read More at: http://nclt.gov.in/Publication/Chennai_Bench/2017/397_398/PMP%20LUNGHI.pdf

8. The Bengaluru Bench of NCLT has passed the order dated 24 th January, 2017 in the case of M/s M.S.P. Investments Pvt. Ltd. under section 235/237/397/398/402/406. The order was passed by Shri Ratakonda Murali, Member Judicial and Shri Ashok Kumar Mishra, Member Technical.Since the Petitioner is seeking permission for withdrawal of the main petition and there being no objection from the other side to grant permission for withdrawing the main petition, the main petition can be dismissed as withdrawn with liberty to file fresh petition if any occasion arises.

Read More at: http://nclt.gov.in/Publication/Bengaluru_Bench/2017/397_398/M.S.P.%20Investments.%20Pvt.%20Ltd..pdf

9. The Kolkata Bench of NCLT has passed the order dated 25 th January, 2017 in the case of M/s Arya Estate Management Pvt. Ltd. under section 241/242. The order was passed by Hon'ble Member, M/s Manorama Kumari(J).

The Petitioner prayed if Interim Protection is not granted to them, then the Respondent will succeed in their business and in view of that, the object of filling the Company Petition will get violated. Hence they prayed for some interim protection in respect of transfer/alienation of the company assets/properties and the shareholding pattern.

The Respondents and their main agents, servants and assigns are hereby directed to maintain status quo in dealing and/or disposing of and/or encumbering and/or alienating or transferring the assets /properties of the company in any manner whatsoever and the respondents are also

directed to maintain the status quo with regard to the shareholding pattern of the company till next date.

Read More at: http://nclt.gov.in/Publication/Kolkata_Bench/2017/397_398/Arya%20Estate%20Management%20Pvt.%20Ltd..pdf

10. The Mumbai Bench of NCLT has passed the order No. 64/397-398/CLB/MB/2016 Dated 31st January, 2017 in the case of M/s Onkar Casting Pvt. Ltd. & others under section 397/398/399/402/403/406.The order was passed by Shri M.K. Shrawat Member(J).

The petition under consideration was challenged on the removal of the director from the company. There was a continuous absence of the Petitioner; it appears that the Petitioner is not serious to contest this Petition. Therefore, this Petition is hereby dismissed on the ground of non-prosecution.

Read More at: http://nclt.gov.in/Publication/Mumbai_Bench/2017/397_398/Onkar%20Casting%20Pvt.%20Ltd.%20&%20others..pdf

THANKS AND REGARDSTEAM DMK ASSOCIATES

CS DEEPAK KUKREJAPartner Past Chairman- NIRC-ICSI

CS MONIKA KOHLIPartnerRegional Council Member – NIRC-ICSI

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