Co. Law Committee receives over 2,000 suggestions; SEBI tightens surveillance on public media platforms
Co. Law Committee receives over 2,000 suggestions; SEBI tightens surveillance on public media platforms
Vacant board can't entitle 23% shareholders to proclaim themselves "promoter-directors"; Procedural compliance mandatory
HC rejects impleadment application by shareholders holding 23% stake in co. ('applicants'), to a writ petition concerning the co.; Applicants submitted that they had appointed themselves promoter-directors of the co. u/s 167(3) and should hence be allowed to affix their digital signature, to file & upload annual returns/financial statements of the co.; HC notes the fact that other co. directors had vacated office u/s 164 of Cos. Act, 2013 (for non-filing of annual accounts and annual return) ; Court holds "Section 167(3) of the Act is not and could not have been intended to provide for a mode of appointment of a Director…. cannot be interpreted as entitling each and every promoter of a company, upon contingencies mentioned therein having occurred, to appoint a Director. The appointment has to be made by following the procedure elsewhere provided in the statute for appointment of a Director.. thus the contention of the petitioners / applicants that they as promoters have a special right under Section 167(3) of the Act to appoint a Director de hors the opinion of the other shareholders / promoters, cannot be accepted."; Rejects applicant's contention that they (as promoters) have special right u/s 167(3) to appoint director de hors opinion of other shareholders / promoters, observes that applicants ought to have followed procedure ordinarily provided for directorial appointment:Delhi HC
The order was passed by Justice Rajiv Sahai Endlaw.
Advocates Jayant K. Mehta, Abhijeet Chatterjee, Saurabh Dev Karan Singh, Shivani Lohiya and Madhvi Khare argued on behalf of the petitioners. Mr. Anil Soni alongwith Mr. Naginder Benipal argued for respondents.
L&T Info. files IPO document,Rajasthan protests state rankings;Delhi-NCR builders allege cartelization,boycott UltraTech/Lafarge
L&T Info. files IPO document,Rajasthan protests state rankings;Delhi-NCR builders allege cartelization,boycott UltraTech/Lafarge
RBI cuts Repo rate, announces IND-AS roadmap, permits 5 year rupee denominated bonds
RBI releases 4th Bi-monthly Monetary Policy Statement (2015-16), cuts Repo rate by 50 basis points from 7.25% to 6.75%, keeps Cash Reserve Ratio of scheduled banks unchanged at 4%; RBI recommends IND-AS roadmap to MCA for banks/ NBFCs from 2018-19, constitutes working group to give a report; With an objective of having more predictable regime for investment by FPIs, RBI prescribes medium term framework for FPI limits in debt securities as follows: (i) Limits for FPI investment in debt securities to be announced, (ii) Limit for FPI investment in Central Govt. securities to be increased in phases to 5% (of outstanding stock) by March 2018, (iii) Additionally, there will be separate limit for investment by FPIs in State Development Loans (SDLs), to be increased in phases to reach 2% (of outstanding stock) by March 2018, (iv) Increase in limits will be announced every half year in March & September and released every quarter; RBI decides to permit Indian corporates to issue rupee denominated bonds with minimum maturity of 5 years at overseas locations within ceiling of foreign investment permitted in corporate debt (US$ 51 billion at present), states that there shall be no restriction on end-use of funds, for which detailed instructions will be issued separately; With an objective of further developing repo market, RBI states that broad framework for introduction of electronic dealing platform(s) for repo in corporate bonds will be designed in consultation with SEBI; With a view to enable direct hedging of exposures in foreign currencies and to permit execution of cross-currency strategies by market participants, exchange traded currency futures and options will be introduced in three cross-currency pairs viz., EUR-USD, GBPUSD and USD-JPY, for which guidelines will be issued in consultation with SEBI: RBI
RBI reviews framework for revitalising distressed assets, prescribes duration for penalty provisions
RBI reviews framework for revitalising distressed assets, amends its guidelines on Joint Lenders' Forum (JLF) and Corrective Action Plan (CAP); Clarifies that although RBI has not explicitly prescribed level of representation in its guidelines, banks are expected to depute sufficiently empowered senior level officials in the meetings of JLF; States that JLF will finalise CAP and the same will be placed before an Empowered Group (EG) of lenders, which will be tasked to approve the rectification/restructuring packages under CAPs; Modifies its earlier guidelines, states that JLF may decide on restructuring of an account classified as 'doubtful' in the books of one or more lenders, if the account has been assessed as viable under Techno-Economic Viability and JLF-EG approves the proposal; Provides for exit option for dissenting lenders who do not want to participate in rectification or restructuring of the account; States that such dissenting lenders will have an option to exit their exposure completely by selling their exposure to a new or existing lender(s) within the prescribed timeline for implementation of agreed CAP; Prescribes duration of application of penal provisions under the guidelines; Advises that in cases of failure of rectification or restructuring as per agreed CAP, JLF will have option to initiate Strategic Debt Restructuring (SDR) Scheme to effect change of management of borrower company : RBI
Click here to read more.
RBI empowers Banks to change ownership of borrowing entities under stress, prescribes riders
With an objective of enhancing banks' ability for changing the ownership of borrowing entities which are under stress due to operational/ managerial inefficiencies despite substantial sacrifices made by lending banks, RBI allows banks to upgrade credit facilities extended to such borrowing entities whose ownership has been changed outside Strategic Debt Restructuring ('SDR') Scheme, to 'Standard' category, subject to prescribed guidelines; Guidelines/conditions include: (i) 'New promoter' should not be person/entity/subsidiary/associate etc. (domestic as well as overseas), belonging to the existing promoter/promoter group, (ii) New promoter should have acquired at least 51% of the paid-up equity capital of borrower company, (iii) At the time of takeover of borrowing entity by a 'new promoter', banks may refinance the existing debt of the borrowing entities, considering the changed risk profile, without treating the exercise as 'restructuring', (iv) Banks may reverse the provision held against the said account only when all the outstanding loan/facilities of the borrowing entities perform satisfactorily during 'specified period': RBI
Click here to read more.
RBI directs concurrent auditors to submit reports directly to banks
RBI directs concurrent auditors to submit their NPA review reports to the banks and not to Statutory Central Auditors (SCAs) undertaking half yearly / quarterly review; States that concurrent auditor will therefore give their opinion on NPA figures to the banks and not to the SCAs, who for audit purpose will treat the branches covered by Concurrent Auditors as unaudited branches: RBI
Click here to read more.
RBI allows partial credit enhancement in corporate bonds
Based on feedback received on draft guidelines proposing to allow banks to offer Partial Credit Enhancement (PCE) to Corporate Bonds, RBI allow banks to provide PCE to bonds issued by corporates /special purpose vehicles (SPVs) for funding all types of projects, subjects to conditions / guidelines; Allows Banks to offer PCE only in form of non-funded irrevocable contingent line of credit; States that decision regarding allowing PCE as a funded loan facility will be taken in due course after reviewing implementation and performance of contingent PCE offered by banks: RBI
Click here to read more.
No action under FEMA against black money declarants, clarifies RBI
With respect to declarations made by persons resident in India under Black Money (Undisclosed Foreign Income and Assets) and Imposition of Tax Act, 2015, RBI clarifies that no proceedings shall lie under FEMA against declarant w.r.t an asset held abroad for which taxes and penalties under Black Money Act have been paid; States that no permission under FEMA is required for disposing asset so declared and bring back the proceeds to India through banking channels within 180 days; States that in case declarant wishes to hold the asset, then he may apply to RBI within 180 days from date of declaration if such permission is necessary; Clarifies that RBI will deal with such applications as per extant regulations and where permission is not granted, the asset will have to be disposed of and proceeds brought back to India, for which separate notification will be issued under FEMA: RBI
Click here to read more.
RBI allows banks to use e-payments/receipts for imports/exports, prescribes detailed guidelines
For facilitating e-commerce, RBI provides revised consolidated guidelines for processing and settlement of import and export related payments facilitated by Online Payment Gateway Service Providers (OPGSPs); Prescribes revised consolidated guidelines on such imports and exports, wherein AD-Banks should report details of each arrangement as and when entered into the Foreign Exchange Department, Central Office, RBI, (ii) AD-Banks carry out due diligence of the OPGSP, maintain separate Export and Import Collection accounts in India for each OPGSP, satisfy themselves as to the bonafides of the transactions and ensure that related purpose codes reported to RBI are appropriate; With respect to the import transactions: (i) Facility shall only be available for import of goods and software, of value not exceeding USD 2,000 only, (ii) Balances held in the Import Collection account shall be remitted to the respective overseas exporter's account immediately on receipt of funds from the importer and, in no case, later than 2 days from the date of credit to the collection account; With respect to the export transactions: (i) Facility shall only be available for export of goods and services of value not exceeding USD 10,000 per transaction, (ii) AD Banks providing such facilities shall open NOSTRO collection account for receipt of the export related payments: RBI
Click here to read more.
RBI provides guidelines for foreign currency accounts opening by ship-manning/crew management agencies
RBI provides guidelines on operations in foreign currency accounts opened with Authorized Dealer Category – I Banks by foreign shipping or airline companies or their agents in India; Guidelines include: (i) Credits to such accounts would be only by way of freight / passage fare collections in India / inward remittances through normal banking channels from overseas principal. (ii) No credit facility should be granted against security of funds held in such accounts, (iii) Bank should meet prescribed 'reserve requirements' in respect of balances in such accounts, (iv) No EEFC facility should be allowed in respect of the remittances received in these accounts, (v) Such accounts will be maintained only during validity period of the agreement: RBI
Click here to read more.
PSB's executive director in-charge of internal inspection & audit to be Audit Committee's member: RBI
With respect to the composition of Audit Committee of the Board of Public Sector Banks, RBI advises that Executive Director in-charge of internal inspection and audit should be the member of Audit Committee, whereas other Executive Directors can be invitees to the meeting, if the agenda includes any item for discussion from their domain: RBI
Click here to read more.
Tax Tribunal's Special Bench to adjudicate whether 'temple-renovation expense' a CSR: ITAT
Income Tax Appellate Tribunal ('ITAT') refers the matter to Special bench for adjudicating on whether expenditure incurred on the renovation of a temple be considered as expenditure incurred towards CSR and if the same is allowable under Section 37(1) of the Income Act, 1961; Co-ordinate Bench (in Prime Mineral Exports Pvt. Ltd.) had allowed deduction for amount spent towards renovation of temple as 'business expenditure' u/s 37(1); Notes that during Assessment Year 2008-09, assessee incurred expenditure towards renovation of temple in guise of advertisement, holds that the same cannot be considered having been incurred towards CSR; Deviating from the co-ordinate bench, ITAT opines that "... religious expenditure cannot be considered at par with expenditure on social cause", refers matter to President for constitution of Special Bench on this issue : Panaji ITAT
Click here to read more.
Dismisses mismanagement petition filed post compromise-deed, directs Court to adjudicate consideration non-payment: CLB
CLB dismisses oppression/mismanagement petition filed by former members of respondent co., who had settled earlier disputes u/s 397/398 (between petitioner and respondent no. 1-3) by executing separate compromise deed with Respondent No. 4 (director) for transferring their entire shareholding; Notes the fact that after deed execution, Respondent No. 4 was inducted as director, however he failed to repay agreed consideration to the petitioners, and several cases alleging cheque bouncing (u/s 138 of Negotiable Instrument Act), fraud and cheating (under Indian Penal Code) were filed in the Civil Court against Respondent No. 4; Peruses the compromise deed, notes that Respondent No. 1-3 are not parties to the deed, opines that "there is not even a word in the deed which may indicate loose connection between petitioners and respondents, thus it cannot constitute a basis for recording a finding that there is an act of oppression and mismanagement"; Observes that since petitioners have sold their entire shareholding by executing appropriate share transfer deed, they are not eligible to file such petition u/s 399 of Cos. Act, 1956; Opines that allegations relating to cheque bouncing and fraud w.r.t non-payment of consideration ought to be adjudged by Civil Court :New Delhi CLB
Quashes CLB's unreasoned & unexplained order, directs to consider matter afresh: HC
HC sets aside CLB order that granted interim relief to the petitioners who had filed oppression & mismanagement petition against respondent co. and its shareholders; Acknowledges CLB's observation that petitioners have made out a prima-facie case for grant of interim reliefs, however observes that CLB's order lacks explanation as to how petitioners would be prejudiced if the interim order was not passed; With respect to Practicing Chartered Accountant's appointment as joint signatory to all the bank cheques to be issued by company, HC observes that there is no discussion in the CLB order about granting such prayer, accordingly sets-aside such direction; HC also sets asides CLB direction wherein the appellants are restrained from alienating / encumbering the company assets, states that there is no adequate reason assigned, orders CLB to pass fresh reasoned order within prescribed time; Clarifies that it has not expressed any opinion on merits, directs CLB to consider after giving fresh adequate opportunity to parties:Karnataka HC
Refuses director's discharge from co's liability for CIS-registration; Rejects Form 32 reliance: HC
HC upholds Additional Chief Metropolitan Magistrate's order refusing discharge of petitioner (director) from the complaint filed by SEBI against co. and its directors (including petitioner); Notes that SEBI had filed the complaint on the ground that co. had failed to obtain mandatory registration for its Collective Investments Schemes ('CIS'), thereby violating SEBI (CIS) Regulations, 1995; Rejects petitioner's reliance on Form 32 (Intimation to Registrar of Companies for change in directors) to contend that she had ceased to be director of the co. before complaint was lodged, observes that the form was filed with RoC much later than filing of SEBI complaint; States that, "..such form could be filed by ROC even after sufficient lapse of time after paying nominal fee or fine", thus, holds that whether petitioner was on board of the co. or not was a disputed fact which could either be thrashed out or settled in a full-fledged trial; Points out Sec. 239 of CrPC which provides that if charge against an accused is found to be groundless, he would be discharged by the Court, thus observes that at the stage of framing of charges, no detailed discussion or in-depth enquiry is to be made, only prima facie case is to be observed; Relies on SC ruling in State of Orissa vs. Debendra Nath Padhi and states that petitioner would get opportunity at the trial for proving that she was not at all concerned with the affairs of the company, and refuses to discharge petitioner at instant stage :Delhi HC
__._,_.___
No comments:
Post a Comment