MCA:

MCA has notified the amended which may be called the Companies (Meetings of Board and its Powers) Second Amendment Rules, 2017 and shall come into force on the date of their publication in the Official Gazette i.e 13-07-2017. Amendments have been carried out to provide more clarity to Rule 3(3)(e), where in any director who intends to participate in the meeting through electronic mode may intimate about such participation at the beginning of the calendar year and such declaration shall be valid for one year. Further, such declaration shall not debar him from participation in the meeting in person in which case he shall intimate the company sufficiently in advance of his intention to participate in person. In Rule 3(11) additional requirement w.r.t draft minutes / proceedings so recorded shall be preserved by the company till the confirmation of the draft minutes are approved by the Board. The Committees of the Board as mentioned in Rule 6 of the said Rules shall now be directly linked with Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and companies shall constitute an ‘Audit Committee’ and a ‘Nomination and Remuneration Committee of the Board’ accordingly.

SEBI

SEBI has amended the Guidelines for participation/functioning of Eligible Foreign Investors (EFIs) and Foreign Portfolio Investors (FPIs) in IFSC. It has been decided to replace existing Clause 2 (c) of the circular dated January 04, 2017. Accordingly, in case of participation of an EFI, not registered with SEBI as an FPI, but desirous of operating in IFSC, a trading member of the recognized stock exchange in IFSC may carry out the due diligence on its own or it may rely upon the due diligence carried out by a bank, which is permitted by RBI to operate in IFSC, during the account opening process of an EFI.

News from NIRC of ICSI

NIRC is organising a "Workshop on VOLUNTARY WINDING UP & REVIVAL OF COMPANIES (Restoration of Name), Chief Guest : SHRI RAKESH KUMAR TIWARI, ICLS, Registrar of Companies, Delhi and Haryana on Saturday, the 15th July, 2017 (Registration starts at 9.00 AM) from 10.30 am onwards at Auditorium, ICSI-NIRC Building, 4, Prasad Nagar Institutional Area, New Delhi. Fee : Rs. 400/- upto 14-07-2017 and Rs. 500/- thereafter for all participants including Corporate Members of NIRC; Online Payment / Registration Facility Available; Program Credit Hours: 04.

MCA:

MCA has made Amendment in Schedule IV of the Companies Act, 2013 to provide more clarity to the provisions relating to Independent Directors. Accordingly, Independent Director who has resigned or is removed from the Board of the company shall be replaced by a new independent director within three months (earlier it was 180 days) from the date of such resignation or removal, as the case may be. Further, the independent directors of the company shall hold at least one meeting in a financial year, without the attendance of non-independent directors and members of management. The provisions of sub-paragraph (2) and (7) of paragraph II’ paragraph IV, paragraph V’ clauses (a) and (b) of sub-paragraph (3) of paragraph VII and paragraph VIII shall not apply in the case of a Government company, if the requirements in respect of matters specified in these paragraphs are specified by the concerned Ministries or Departments of the Central Government or as the case may be’ the State Governments and such requirements are complied with by the Government companies.

SEBI

SEBI has issued Securities Contracts (Regulation) (Third Amendment) Rules, 2017, which shall come into force on the date of their publication in the Official Gazette i.e 3rd July, 2017. In the Securities Contracts (Regulation) Rules, 1957, in rule 19A, in sub-rule (1), in the proviso, for the words “three years” the words “four years” shall be substituted. Thereby, any listed company which has public shareholding below twenty five percent, on the commencement of the Securities Contracts (Regulation) (Amendment) Rules, 2014, shall increase its public shareholding to at least twenty five per cent, within a period of four years from the date of such commencement, in the manner specified by the Securities and Exchange Board of India. Earlier, the Companies were required to comply with the same within three years.

News from NIRC of ICSI

NIRC is organising a "Workshop on VOLUNTARY WINDING UP & REVIVAL OF COMPANIES (Restoration of Name), Chief Guest : SHRI RAKESH KUMAR TIWARI, ICLS, Registrar of Companies, Delhi and Haryana on Saturday, the 15th July, 2017 (Registration starts at 9.00 AM) from 10.30 am onwards at Auditorium, ICSI-NIRC Building, 4, Prasad Nagar Institutional Area, New Delhi. Fee : Rs. 400/- upto 14-07-2017 and Rs. 500/- thereafter for all participants including Corporate Members of NIRC; Online Payment / Registration Facility Available; Program Credit Hours: 04.

GST:

An Ordinance to provide for the extension of the Central Goods and Services Tax Act, 2017 and Integrated Goods and Services Tax Act, 2017 to the State of Jammu and Kashmir. The Goods and Services Tax has been introduced in the whole of India except the State of Jammu and Kashmir with effect from the 22nd day of June, 2017 and the Legislative Assembly of the State of Jammu and Kashmir has passed the resolution adopting the provisions of the Constitution (One Hundred and First Amendment) Act, 2016. The Constitution (Application to Jammu and Kashmir) Amendment Order, 2017 has been issued by the President extending the provisions of the Constitution (One Hundred and First Amendment) Act, 2016 to the State of Jammu and Kashmir and the State has proposed to implement the goods and services tax in the said State with effect from the 8th day of July, 2017. The provisions of the Central Goods and Services Tax Act, 2017 and Integrated Goods and Services Tax Act, 2017 are required to be extended to the State of Jammu and Kashmir. As Parliament is not in session and the President is satisfied that circumstances exist which render it necessary for him to take immediate action.

SEBI

SEBI has notified, amendment to Investor Grievance Redressal System and Arbitration Mechanism. In order to further enhance the effectiveness of grievance Redressal mechanism at Market Infrastructure Institutions (MIIs), based on the internal deliberations, discussions and feedback as received from MIIs, it has been decided to add/modify certain provisions in the existing process. In order to enhance transparency and also to provide choice to parties, Exchanges shall disseminate information w.r.t. brief profile, qualification, areas of experience/expertise, number of arbitration matters handled, pre-arbitration experience, etc. of the arbitrators on their website. In order to assist the arbitrators in pronouncing comprehensive and speedy awards, Exchanges shall make necessary arrangements in terms of hardware. There shall be separate panels for arbitration and appellate arbitration. Further, for appellate arbitration, at least one member of the panel shall be a Retired Judge. Exchanges shall obtain prior approval of SEBI before empanelment of arbitrators/appellate arbitrators.

SEBI:

SEBI to initiate action against non-compliant companies which are exclusively listed on Dissemination Board. SEBI has decided to initiate action against the non -compliant “Exclusively Listed Companies (ELCs) on Dissemination Board (DB)", and its directors/promoters. These companies were earlier listed on non-operational/ derecognised stock exchanges and were required to be placed on DB. The ELCs were required to comply with the directions issued by SEBI upto 30-06-2017. Further it was also stipulated that failure to comply with the above would attract actions enumerated as follows. The company, its directors, its promoters and the companies which are promoted by any of them shall not directly or indirectly associate with the securities market or seek listing for any equity shares for a period of ten years from exit from the DB. Freezing of shares of the promoters/directors. List of the directors, promoters etc. of all non-compliant companies as available from the details of the company with nationwide stock exchanges shall be disseminated on SEBI website and shall also be shared with other agencies. Attachment of bank accounts/other assets of promoters/directors of the companies so as to compensate the investors. In line with its circular, SEBI shall now initiate action against the non-compliant companies and its directors/promoters.

CBDT

Ministry of Finance vide its press release has launched Aaykar Setu – Another E-Initiative by CBDT. ‘Aaykar Setu’ is an android based application to directly communicate with the taxpayers, on a range of multiple informative and useful tax services aimed at providing tax information at their fingertips. The tax payers will also be able to receive regular updates regarding important tax dates, forms and notifications on mobile numbers registered with the ITD. All taxpayers who wish to receive such SMS alerts are advised to register their mobile numbers in the Aaykar Setu module.

MCA:

MCA has issued amendments to National Company Law Tribunal (Amendment) Rules, 2017 to introduce the new Form NCLT – 9 for filing an appeal or application to NCLT for revival or restoration of the name of the company under Section 252(1) or 252(3). In the National Company Law Tribunal Rules, 2016, after Rule 87, Rule 87A shall be inserted which provides for Appeal or application under Section 252(1) and 252(3) before the Tribunal in Form No. NCLT. 9, with such modifications as may be necessary. Such application Shall be served to ROC and person as the tribunal may direct not less 14 days before the date fixed for hearing of the appeal or application. NCLT shall give appropriate orders for restoration of name, cost to be paid and to file all pending returns with ROC as it deems fit.

MCA

MCA has issued Companies (Appointment and Qualification of Directors) Amendment Rules, 2017 which shall come into force from the date of publication in the Official Gazette i.e 5th July, 2017. Through this notification, exemptions have been granted to certain classes of companies from appointment of Independent Director on the Board of the Company. The following classes of unlisted public company shall not be covered under sub-rule (1) are a joint venture, a wholly owned subsidiary and a dormant company as defined under section 455 of the Act. Further, In the principal rules, in the Annexure, for Physical Form DIR-5 (Application for surrender of Director Identification Number) an e-form DIR-5 shall be substituted.

CBDT:

The CBDT has clarified the applicability of a new section 269ST which has been inserted in the Income-tax Act, 1961 (the Act) vide Finance Act, 2017 on Non Banking Financial Companies (NBFCs) and Housing Finance Companies (HFCs) w.r.t repayment of loan. The said section inter-alia prohibits receipt of an amount of two lakh rupees or more by a person, in the circumstances specified therein, through modes other than by way of an account payee cheque or an account payee bank draft or use of electronic clearing system through a bank account. Penal provisions have also been introduced by way of a new section 271DA, which provides that if a person receives any amount in contravention to the provisions of section 269ST, it shall be liable to pay penalty of a sum equal to the amount of such receipt. It is clarified that in respect of receipt in the nature of repayment of loan by NBFCs or HFCs, the receipt of one installment of loan repayment in respect of a loan shall constitute a ‘single transaction’ as specified in clause (b) of section 269ST of the Act and all the installments paid for a loan shall not be aggregated for the purposes of determining applicability of the provisions section 269ST.

SEBI

SEBI has issued a Circular relating to Investments by FPIs in Government Securities. It has been decided to revise the limit for investment by FPIs in Government Securities, for the July –September 2017 quarter. Limit for FPIs in Central Government securities shall be enhanced to INR 187,700 Cr. Limit for Long Term FPIs (Sovereign Wealth Funds (SWFs), Multilateral Agencies, Endowment Funds, Insurance Funds, Pension Funds and Foreign Central Banks) in Central Government securities shall be revised to INR 54,300 Cr. The debt limit category of State Development Loans (SDL) shall henceforth have two sub-categories, namely, SDL-General and SDL-Long Term. SDL-General shall be available for investment on tap for all categories of FPIs while SDL-Long Term shall be available for investment on tap for only Long Term FPIs. The limit for investment by all FPIs in SDL-General shall be INR 28,500 Cr while that for SDL-Long Term shall be INR 4,600 Cr.

MCA – IBBI:

The Insolvency and Bankruptcy Board of India invites comments from public on the 9 regulations notified under the Insolvency and Bankruptcy Code, 2016. The IBBI has evolved a transparent and consultative process to make regulations. It has been endeavor of the IBBI to effectively engage stakeholders in the regulation making process. The process generally starts with a working group making draft regulations. The IBBI puts these draft regulations out in public domian seeking comments thereon. It holds a few round tables to discuss draft regulations with the stakeholders. The IBBI invites comments from public, including the stakeholders and the regulated, on the 9 regulations already notified under the Code. The comments received between 4 th July, 2017 and 31st December, 2017 shall be processed together and following the due process, regulations will be modified to the extent considered necessary. It will be the endeavor of the IBBI to notify modified regulations by 31st March, 2018 and bring them into force on 1st April, 2018.

Employees’ State Insurance

The Employees’ State Insurance (“ESI”) Corporation has notified the amended Rules which may be called Employees’ State Insurance (General) Amendment Regulation, 2017. The amendment has been made to Regulation 31 of the Employees’ State Insurance (General) Regulations, 1950, by changing the due date for payment of ESI contribution from 21st of every month to 15th of every month. These Regulations and changes shall come into force with effect from the contribution payable for the month of June, 2017 i.e. by 15th July, 2017.

MCA:

The MCA has issued Order which may be called as the Companies (Removal of Difficulties) Order, 2017 and shall come into force with effect from the 29th day of June, 2017. As difficulties have arisen regarding transfer of proceedings relating to those cases of voluntary winding-up of a company where notice of the resolution by advertisement has been given under sub-section (1) of section 485 of the 1956 Act but the company has not been dissolved before the 1st April, 2017, since the Code provides for a substantially different framework for persons who may be appointed as liquidators and for making of an application for dissolution by the liquidator. Under the 1956 Act, any person could be appointed as a liquidator, only an insolvency professional registered with the Insolvency and Bankruptcy Board of India can be appointed as a liquidator subject to certain conditions. It has now clarified through removal of difficulty that all applications and petitions relating to voluntary winding up of companies pending before a High Court as on 1st April, 2017 shall continue with and dealt with by the High Court in accordance with provisions of the 1956 Act.

SEBI

SEBI has issued a circular allowing E-PAN as one of the KYC document. As Central Board of Direct Taxes (CBDT) has recently introduced a facility of E-PAN (electronic PAN card), accordingly it is clarified that E-PAN issued by CBDT can also be produced by FPI for KYC compliance. The other instructions contained in original Circular shall remains unchanged. This circular is issued in exercise of powers conferred under Section 11(1) of the Securities and Exchange Board of India Act, 1992 to protect the interests of investors in securities and to promote the development of, and to regulate the securities market.

MCA:

The MCA has amended the Companies (Transfer of Pending Proceedings) Rules, 2016 and notified the Companies (Transfer of Pending Proceedings) Second Amendment Rules, 2017 which shall come into force on the date of their publication in the Official Gazette. All proceedings relating to voluntary winding up of a company where notice of the resolution by advertisement has been given under sub-section (1) of section 485 of the Act but the company has not been dissolved before the 1"tday of April, 2017 shall continue to be dealt with in accordance with provisions of the Companies Act, 1956. Further, all petitions relating to winding up of a company under clause (e) of section 433 of the Act on the ground of inability to pay its debts pending before a High Court, and, where the petition has not been served on the respondent under rule 26 of the Companies (Court) Rules, 1959 shall be transferred to the Bench of the Tribunal established under sub-section (4) of section 419 of the Companies Act, 2013 exercising territorial jurisdiction to be dealt with in accordance with Part II of the Code and the petitioner shall submit all information, other than information forming part of the records transferred in accordance with Rule 7, required for admission of the petition under Sections 7, 8 or 9 of the Code, as the case may be, including details of the proposed insolvency professional to the Tribunal upto 15thday of July, 2017 , failing which the petition shall stand abated.

MCA – CCI

In exercise of the powers conferred by clause (a) of section 54 of the Competition Act, 2002 (12 of 2003), the Central Government, in public interest, hereby exempts every person or enterprise who is a party to a combination as referred to in section 5 of the said Act from giving notice within thirty days mentioned in sub-section (2) of section 6 of the said Act, subject to the provisions of sub-section (2A) of section 6 and section 43A of the said Act, for a period of five years from the date of publication of this notification in the Official Gazette.

Annual Membership Fees of ICSI

The Annual Membership and Certificate of Practice fee for the year 2017-18 becomes due for payment w.e.f. 1st April, 2017 and last date for payment of the same is today i.e 30th June, 2017. Members are requested to pay the fee on urgent basis. The Certificate of Practice fee must be accompanied by an application for renewal of Certificate of Practice in the revised Form-D duly completed in all respects and signed for renewal of Certificate of practice for the year 2017-18. The annual membership fee for ACS : Rs. 2,500/-, for FCS : Rs. 3,000/- and certificate of practice fee is Rs. 2,000/-. Fees can be paid by cash / cheque / DD in favour of “The Institute of Company Secretaries of India” or Fees can also be paid online.

SEBI

Reserve Bank of India (RBI) has permitted Non Resident Indians (NRIs) to participate in the exchange traded currency derivatives market to hedge the currency risk arising out of their investments in India under FEMA, 1999. NRIs are now permitted to trade in the currency derivatives segment of stock exchanges, subject to terms and conditions mentioned in the aforesaid RBI circular. NRIs shall take position in the currency derivatives segment of a recognised stock exchange and shall designate an Authorised Dealer Category -I bank who is also a clearing member of the stock exchange / clearing corporation for the purpose of monitoring and reporting their combined positions in the OTC and ETCD segments. Further, NRIs may take positions in the currency futures / exchange traded options market to hedge the currency risk on the market value of their permissible (under FEMA, 1999) Rupee investments in debt and equity and dividend due and balances held in NRE accounts. The onus of complying with the relevant provisions of the RBI shall rest with the NRI and in case of any contravention, the NRI shall render itself liable to any action that may be warranted by RBI as per the provisions of Foreign Exchange Management Act, 1999

CBDT

The Central Board of Direct Taxes has notified the rules further to amend the Income-tax Rules, 1962, namely which may be called the Income –tax (17th Amendment) Rules, 2017 and shall come into force from the 1st day of July, 2017. In Rule 114, (5), it has been mandated that every person who has been allotted permanent account number as on the 1st day of July, 2017 and who in accordance with the provisions of Section 139AA(2) is required to intimate his Aadhaar number, shall intimate his Aadhaar number to the Principal Director General of Income-tax (Systems) or Director- General of Income-tax (Systems) or the person authorised by the said authorities. Further, the Principal Director General of Income-tax (Systems) or Director- General of Income-tax (Systems) shall specify the formats and standards alongwith procedure, for the verification of documents filed with the application under sub-rule (4) or intimation of Aadhaar number in sub-rule (5), for ensuring secure capture and transmission of data in such format and standards and shall also be responsible for evolving and implementing appropriate security, archival and retrieval policies in relation to furnishing of the application forms for allotment of permanent account number and intimation of Aadhaar number.