Penalizes Acquirer for non-compliance of Takeover & Insider Trading Regulations, rejects 'ignorance' defense
SEBI imposes penalty on acquirer co. ('Noticee') for acquiring shares in target company and failing to make requisite disclosures under Takeover Regulations and Insider Trading Regulations; Notes the fact the Noticee was allotted 4.5 Crores equity shares of the target co. upon conversion of convertible warrants, constituting 14.06% of target co.'s issued share capital; Rejects Noticee's contention that it is a small private limited co. operating through a limited amount of personnel and was not aware such disclosure requirements and that it was under impression that target co. was required to make disclosures to stock exchange, holds "ignorance of law is not an excuse and does not exclude any person from the penalty for the breach of it"(refers to Latin maxim: "Ignorantia juris non excusat'); Observes that failure to make requisite disclosures within prescribed time under the said Regulations has deprived disclosure and dissemination of valuable information at relevant point of time, states that "securities market operates on disclosure-based regime and hence true and timely disclosure of information is an important regulatory tool intended to serve a public purpose"; Relies on SAT ruling in Bindal Synthetics Private Limited V. SEBI, states "the disclosure made under Insider Trading Regulations is not substitute for the disclosure to be made under Takeover Regulations"; Also relies on SAT rulings in Premchand Shah and Others Vs SEBI, Ambaji Papers Pvt. Ltd. Vs Adjudicating Officer, SEBI and SC ruling in SEBI Vs Shriram Mutual Fund:SEBI
Order was passed by S. V. Krishnamohan, SEBI, Chief General Manager & Adjudicating Officer
IT : Where Assessee transferred its passive infrastructure assets at Nil
consideration to its wholly owned subsidiary and incurred a capital loss,
notional credit lying in revaluation reserve being difference between book
value of assets transferred and it's fair value could not be taxed as
income under section 45 or under section 28(iv)
IT : Where Assessing Officer found transactions on transfer of passive
infrastructure assets of assessee as non-taxable which was affirmed by
Tribunal, Commissioner's order under section 263 deserved to be set aside
■■■
[2015] 60 taxmann.com 409 (Delhi - Trib.)
IN THE ITAT DELHI BENCH 'A'
Bharti Airtel Ltd.
v.
Commissioner of Income-tax, Delhi-I*
<https://www.taxmann.com/fileopennew.aspx?id=101010000000161561&mode=home&page=#fn1>
N.K. SAINI, ACCOUNTANT MEMBER
AND C.M. GARG, JUDICIAL MEMBER
IT APPEAL NO. 3120 (DELHI) OF 2014
[ASSESSMENT YEAR 2008-09]
MAY 6, 2015
Section 28(iv), read with sect
consideration to its wholly owned subsidiary and incurred a capital loss,
notional credit lying in revaluation reserve being difference between book
value of assets transferred and it's fair value could not be taxed as
income under section 45 or under section 28(iv)
IT : Where Assessing Officer found transactions on transfer of passive
infrastructure assets of assessee as non-taxable which was affirmed by
Tribunal, Commissioner's order under section 263 deserved to be set aside
■■■
[2015] 60 taxmann.com 409 (Delhi - Trib.)
IN THE ITAT DELHI BENCH 'A'
Bharti Airtel Ltd.
v.
Commissioner of Income-tax, Delhi-I*
<https://www.taxmann.com/fileopennew.aspx?id=101010000000161561&mode=home&page=#fn1>
N.K. SAINI, ACCOUNTANT MEMBER
AND C.M. GARG, JUDICIAL MEMBER
IT APPEAL NO. 3120 (DELHI) OF 2014
[ASSESSMENT YEAR 2008-09]
MAY 6, 2015
Section 28(iv), read with sect
First proviso to sec. 2(15) has no role to play in cancellation or granting of trust's registration
September 3, 2015[2015] 60 taxmann.com 301 (Amritsar - Trib.)/[2015] 171 TTJ 461 (Amritsar - Trib.)
IT : First proviso to section 2(15) have no role in matters relating to registration of a trust or institution under section 12A or 12AA for granting or declining registration or in respect of cancellation of registration
Transfer of assets to retiring partner attracts capital gains even if partnership is reconstituted on retirement
September 3, 2015[2015] 60 taxmann.com 349 (Chennai - Trib.)
IT : Assessee-firm is liable for capital gain tax arising out of transfer of its asset to retiring partner even in circumstances when partnership is reconstituted on retirement of a partner
AO couldn't treat inter-corporate loan as deemed dividend just because director was common shareholder in both Cos
September 3, 2015[2015] 61 taxmann.com 9 (Ahmedabad - Trib.)
IT : Where director of Company A holding 40% equity was also holding 90% share in Company B from which Company A took loan, since Company A itself was not registered dealer of Company B, condition precedent for invoking section 2(22)(e) to make addition of loan amount in hands of Company A as deemed dividend was not satisfied
• Deletion of impugned addition in hands of company A could not be projected to be dependent of addition being confirmed in hands of its director.
SEBI notifies Listing Obligations & Disclosure Requirements, Regulations; Aligns with Cos. Act, 2013
SEBI notifies Listing Obligations and Disclosure Requirements, Regulations, 2015 ('Listing Regulations'), prescribes 90 days for implementation; However, following provisions of the Listing Regulations are applicable with immediate effect: (i) Passing of ordinary resolution (instead of special resolution) for all 'material related party transactions' subject to related parties abstaining from voting on such resolutions, in line with Cos. Act, 2013 provisions, and (ii) Re-classification of 'promoters' as 'public shareholders' under prescribed circumstances; States that Listing Regulations will consolidate and streamline existing listing agreements provisions for different segments of capital market; States that Listing Regulations are structured to provide ease of reference by consolidating into one single document across various types of securities listed on the Stock exchanges; States that shortened version of Listing Agreement will be prescribed, in due course, which will be required to be signed by co. that proposes to get listed, clarifies that existing listed entities will be required to sign shortened version within 6-months of notified Listing Regulations: SEBI
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Copy of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015
DIPP to spearhead Govt.'s start-up mission; Google searches for answer to CCI queries
DIPP to spearhead Govt.'s start-up mission; Google searches for answer to CCI queries
MCA alters Schedule III to Cos. Act, introduces MSMEs 'trade payable' disclosures
MCA alters Schedule III to Companies Act, 2013 (relating to 'General Instructions for preparation of Balance Sheet and Statement of Profit and Loss Account'); States that the trade payables be classified as: (i) Total outstanding dues of Micro Enterprises & Small Enterprises and (ii) Total outstanding dues of creditors other than Micro Enterprises & Small Enterprises; Introduces disclosure in the "Notes to Accounts" relating to Trade Payables to Micro Enterprises & Small Enterprises with respect to principal amount, interest, amount of interest due and payable for delay in making payment etc.: MCA
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MCA amends Companies (Accounts) Rules, exempts Govt. Cos. from certain Board reports disclosures
MCA amends Companies (Accounts) Rules, 2014; Introduces another sub-rule, wherein the financial statements shall be in the form specified in Schedule III to Companies Act, 2013 and should comply with Accounting Standards / Indian Accounting Standards; Exempts Govt. cos from making certain disclosures in Directors Report relating to (i) Conservation of energy, (ii) Technology absorption, (iii) Foreign exchange earnings and outgo; States that every company shall file financial statements with Registrar of Companies together with Form AOC – 4 and consolidated financial statements with Form AOC-4CFS, prescribes format: MCA
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MCA exempts Govt. Cos. producing defense equipment from certain P&L A/c disclosures
MCA exempts Govt. cos producing defense equipment (including Space Research) from certain disclosure requirements in statement of profit and loss prepared in accordance with Schedule III toCompanies Act, 2013; Such companies exempted from giving details relating to raw materials/ goods purchased/ gross income/ work-in-progress under broad head, value of imports calculated under CIF basis, expenditure and earnings in foreign currency; Board of directors ought to give consent to such non-disclosure of information, company shall disclose facts of grant of exemption in notes: MCA
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Govt. allows service of summons through fax/e-mail/courier under depositories Rules
Govt. amends Depositories (Procedure for Holding Inquiry and Imposing Penalties by Adjudicating Officer) Rules, 2005; Amends Rule 7, whereby Notice and Orders can be served by fax or electronic mail (e-mail) or by courier or speed post with acknowledgement due; Clarifies that where notice is sent by fax, it shall bear a note to that effect and where the document contains annexure, the number of pages shall also be mentioned; States that where Notice is sent through e-mail, it shall be digitally signed by competent authority and bouncing of such e-mail shall not constitute valid service
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Govt. allows service of summons through fax/e-mail/courier under Securities Contract Regulations
Govt. amends Securities Contracts (Regulation) (Procedure for Holding Inquiry and Imposing Penalties by Adjudicating Officer) Rules, 2005; Amends Rule 7, whereby Notice and Orders can be served by fax or electronic mail (e-mail) or by courier or speed post with acknowledgement due; Clarifies that where notice is sent by fax, it shall bear a note to that effect and where the document contains annexure, the number of pages shall also be mentioned; States that where Notice is sent through e-mail, it shall be digitally signed by competent authority and bouncing of such e-mail shall not constitute valid service
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FinMin releases Report recommending measures for curbing mis-selling of financial products
Ministry of Finance releases Report of the Committee to recommend measures for curbing mis-selling and rationalising distribution incentives in financial products
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