Sunday, August 10, 2014

[aaykarbhavan] source Business standard updates and Legal digest




Sebi clears decks for REIT launch


New Delhi, 10 August

The Securities and Exchange Board of India (Sebi) on Sunday set the stage for launch of Real Estate and Infrastructure Investment Trusts, commonly referred to as REITs and InvIT.

In the final regulations, the market regulator has made some major changes to what it had proposed earlier.

These include allowing foreign institutional investor ( FII) participation and reducing the minimum asset size for a REIT. Those in the sector said these two new instruments had the potential of attracting nearly 1 lakh crore to the cashstarved real estate and infrastructure sector.

The proposals were cleared at a meeting of the Sebi board, which was addressed by Finance Minister Arun Jaitley. In Budget 2014- 15, the finance minister had announced giving a pass- through status to these trusts.

In his first interaction with Sebi's board after assuming charge as finance minister, Jaitley asked the regulator to be vigilant about possible violations in the marketplace and to come up wit measures to attract retail investors and address their grievances. Sebi Chairman UK Sinha said after the meeting that these trusts would help in the progress of the real estate and infrastructure sectors.

While the draft guidelines did not give a clarity on foreign investments in these trusts, the final norms have permitted foreign entities to invest in REITs. These investments, however, will be subject to certain guidelines, which will be issued by the Reserve Bank of India.

Turn to Page 9 > Key relaxations in final regulations

Sebis final REIT framework has more relaxations than those proposed in the draft norms. A comparison

INVESTMENTS BY FOREIGN ENTITIES

Draft: Lacked clarity Final: REITs allowed to raise funds from foreign investors, subject to guidelines to be issued by RBI

Benefit: Boost in investor participation, especially of global pension funds and insurers

MINIMUM SIZE OF REIT ASSETS

Draft: 1,000 cr Final: Lowered to 500 cr

Benefit: More assets will come under the REIT fold

NUMBER OF SPONSORS

Draft: A REIT could have only one Final: Up to three allowed, provided individual holding is at least 5%

Benefit: Crucial as industry had expressed concern over sole sponsorship norm

INVESTMENT IN UNDERCONSTRUCTION ASSET

Draft: Up to 10% Final: Up to 20% in underconstruction assets, shares/ debt of real estate companies, mortgagebacked securities

Benefit: Greater flexibility for investment AHEAD

 


Click here to read more...Turn to Page 9 >

Click: Article continued from…Sebi clears decks


Sebi clears the decks...


Among other changes, the minimum asset size of REITs, fixed at
1,000 crore in the draft guidelines, has been reduced to 500 crore. This is expected to bring in more assets under these trusts.

The final guidelines have also liberalised norms related to sponsors of REITs. It has increased the number of sponsors to three ( from one), provided an individual owns at least five per cent of the fund.

The final guidelines have also relaxed investment norms. Now, investment of up to 20 per cent is allowed under construction assets, shares, debts of real estate companies, mortgage- backed securities, against 10 per cent proposed in under- construction assets.

"Reducing asset size to 500 crore is a significant move, as it will allow more players to access this platform. Allowing REITs to invest up to 20 per cent in real estate equity and debt, will give room to diversify investment portfolio," said Bhairav Dalal, associate director, PwC India.

The regulator has, however, decided against reducing the requirement for the mandatory continuous holding by sponsors to ensure alignment of their interest with the trust's. The minimum initial offer size would be 250 crore, with a minimum public float of 25 per cent. The sponsors would need to have mandatory holding of 25 per cent in REIT units for three years and continuous holding of 15 per cent thereafter. Multiple sponsors would be allowed to own the mandatory holding together.

However, small investors would have to wait for some time before they are allowed to invest in these new products, as minimum investment amount has been fixed at 2 lakh for REITs and at 10 lakh for InvITs, given the complex nature and potential risks associated with these.

The minimum net worth of the manager would be increased to 10 crore from the 5 crore proposed in draft guidelines. For InvITs, too, trustees would need to be independent and not associates of sponsors or managers.

For InvITs proposing to invest in public- private partnership ( PPP) projects, where the sponsor needs to hold a certain minimum proportion in the special purpose vehicle under a regulatory requirement or a concession agreement, the sponsor holding norms have been relaxed.

The minimum net worth requirement of an InvIT sponsor has been set at 100 crore, against 10 crore proposed in draft guidelines. The net worth for investment manager has been raised from 5 crore to 10 crore.

The requirement of at least two assets for publicly offered InvITs has been done away with. But industry's demand to allow such trusts to invest in holding companies of the SPVs has been rejected.

The new guidelines are expected to enable a new investment avenue in India, on the lines of developed markets like the US, the UK, Japan, Hong Kong and Singapore. These would allow trading in units of REITs and InvITs like any other security on stock exchanges.

In his Budget speech, Jaitley had announced tax incentives for these products; those have been incorporated in the new norms, expected to come into force in a couple of months after necessary notifications.

Industry and experts have welcomed the guidelines and said it would help attract investments to the tune of 15- 20 billion ( over 1 lakh crore), from foreign as well as domestic investors, through such trusts.

Neeraj Bansal, partner & head of real estate and construction, KPMG in India, said: " After the Sebi approval, expediting notification of REIT and InvIT norms will facilitate infusion of an estimated $ 15- 20 billion in the sector." The government feels these new investment avenues will reduce the pressure on the banking system and also make available fresh equity in the form of long- term finance from foreign and domestic sources, including non- resident Indians.

"These initiatives have opened up an additional window of funding support to the infra and real estate sector, for their complete and revenuegenerated projects. This will also free exposure limits of publicsector banks in these sectors," said Nirmal Gangwal, founder & managing director, Brescon Corporate Advisors.

Through InvITs, the government is aiming to create a new avenue for raising funds to meet infrastructure investment requirements to the tune of 65 lakh crore during the 12th Five- Year Plan ( 2012- 17).

Despite significant tax benefits for the sponsors of these business trusts, these new regulations would also be " revenue accretive" for the government in the form of taxes.

Among other exemptions, any capital gains tax on units of InvITs would be levied only at the time of ultimate disposal of the units of the sponsor under the new norms, sources said. However, the sponsor would not be entitled to the concessional securities transaction tax- based capital gains tax regime at the time of ultimate disposal of the units of the business trust.

In another benefit, any dividend would be tax exempt in the hands of the business trust and the dividend component of the income distributed by the business trust would also be exempt in the hands of the unit holder. But the portfolio SPVs distributing dividend to business trusts will be subject to dividend distribution tax.

>FROM PAGE 1

Factories Bill seeks to overhaul labour laws


AMAN SETHI

New Delhi, 10 August

The Factories ( Amendment) Bill of 2014, tabled in the Lok Sabha, could be considered the first piece of an expected incremental overhaul of India's labour laws by the Bharatiya Janata Party ( BJP) government.

The Bill acknowledges the reality of women at the workplace, increases worker safety and facilities, and reduces the days an employee must work to be eligible for annual leave. It also proposes to increase the permissible limits for overtime from 50 to 100 hours a quarter in normal circumstances and 125 hours of overtime a quarter "in public interest", with permission from the state government.

The Bill grants state governments the freedom to raise the threshold of applicability of the law —from companies employing 10 employees working with the aid of electricity and 20 employees without, to 20 employees working with electricity and 40 without.

Section 66 of the existing law prohibits women from working night shifts at factories. Under the proposed amendment, women can work night shifts on the condition that their employers guarantee their occupational safety, secure transport toandfrom their homes and protection from sexual harassment. Another amendment allows women to work on and repair heavy machinery under safe conditions. The Bill also includes a broader definition of protective equipment beyond protective eyewear.

In the event of an accident, the Bill distinguishes between the liabilities of the party providing or manufacturing a particular piece of machinery and the party that instals it. Similarly, in case of a mishap where multiple factories are operating out of the same premises, the owner of the premises may be prosecuted under the same provisions as the factory manager or operator. Such a provision could apply in cases like the collapse of a building.

Earlier, factories with more than 250 workers were required to provide canteens for their workers; that threshold has been reduced to 200 workers, while the threshold to provide restrooms, shelters and a lunch room has been reduced from factories with 150 workers to those with 75 workers. According to the Bill, all factories, irrespective of worker strength, would be required to supply cold drinking water in the summer unlike earlier when only factories employing more than 250 workers were required to.

The eligibility criteria for annual paid leave shall be reduced from 240 days of work to 90 days.

The Bill, as mentioned earlier, increases the permissible limit for overtime from 50 hours a quarter to amaximum of 125 hours. While increasing the fines for violating its provisions, it also introduces a schedule of compoundable offences — like failure to provide toilets, creches and annual leave without wages — under which factory owners may avoid imprisonment by paying a fine.

The Bill acknowledges the reality of women at the workplace, increases worker safety and reduces the days an employee must work to be eligible for annual leave

 

BRIEF CASE
A weekly selection of key court orders


Notice must before blacklisting firm

Before blacklisting of a firm by the government, it should be given notice of the intention and it should be clear from the notice, the Supreme Court stated last week. This is so because the "extreme nature of such a harsh penalty like blacklisting will cause severe consequences" and is like civil death, the court stated in the judgment, Gorkha Security Services vs Government of Delhi. In this case, the security firm was engaged in a government hospital. It was accused of not following labour welfare laws like minimum wages, provident fund and insurance. Therefore, its services were terminated and additionally, it was also blacklisted. It challenged the government action in the Delhi High Court. It dismissed the writ petition. However, on appeal, the Supreme Court examined the facts of the case and concluded that the firm was not given proper notice specific to the proposed blacklisting. " Had the action of blacklisting being specifically proposed in the show cause notice, the firm could have come out with extenuating circumstances defending its stand," but that opportunity was not given to the firm. Therefore, the court set aside the high court judgment.

>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>> Chit funds, turf club covered by ESI

Turf clubs and chit fund firms are applicability of the law to horse racing clubs in different cities. The court gave a liberal interpretation of the word 'shop', not defined in the law. It rejected the argument of the clubs and the chit fund firm that the meaning of shop should be given the traditional meaning. In the chit fund case, it was argued that there was no buying or selling in its offices and it was a matter of contract.

Therefore it was not running shops. The court rejected this contention and asserted that the activities of chit funds would fall within the meaning of shops.

>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>> Order on jewellery trademark quashed

The Supreme Court last week set aside the order of the Delhi High Court in a trademark case involving the use of family name for a jewellery shop. The dispute was between family members who are in the same business in the capital. One party in the case used the name ' Neena and Ravi Rakyan' for its business while the other used the phrase, ' Rakyans Fine Jewellry'. Rakyan was the common family surname. The high court passed a restrain order against the first party, against which it moved the Supreme Court. It stated that since Neena and Ravi were partners of a firm using the family name, they could not be restrained from doing their business in their own names.

According to the judgment, Precious Jewels vs Varun Gems, under Section 35 of the Trade Marks Act, anyone can do business in his own name in a bona fide manner. After vacating the order, the Supreme Court asked the high court to decide the issue finally on evidence led by the parties.

>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>> PWD can't renege on consent decree

The Supreme Court last week stated that once a consent decree was passed, the government cannot wriggle out of it on the ground that its counsel was not authorised to compromise its case. In this case, Y Sleebachen vs PWD, disputes arose between an engineering firm and the Public Works Department over modernisation of a reservoir system in Tamil Nadu. The matter was referred to arbitration. The award went in favour of the contracting firm. The government appealed under the Arbitration and Conciliation Act to the district judge. While the complicated proceedings were going on, the firm fell into financial difficulties and a compromise was reached. The government pleader accepted the firm's withdrawal of its earlier claims. The district judge passed a consent order. However, the government went on with litigation in an appeal before the Madras High Court against the district judge's order. The high court ruled that the government pleader was not authorised to compromise the PWD case and therefore it was not binding. The firm appealed to the Supreme Court. It set aside the high court order and restored that of the district judge. The judgment said that the consent was binding on the PWD and its " afterthought that its lawyer was not authorised to enter into a settlement" cannot be accepted.

>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>> Compensation notbased on ' guesstimate'

the value of the land and structures at 1.43 lakh. The reference court, after accepting the report of commissioners, set the value at 4.45 lakh. The Kerala High Court felt it was on the high side and reduced the amount to 3.5 lakh. On appeal, the Supreme Court set aside the judgment in Rajesh Valel vs Inland Waterways Authority of India and hiked it to 4.45 lakh again and stated that the high court should not have reduced the compensation.

>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>> Cheque bounce prosecution upheld

High courts should not quash cheque bounce cases at the preliminary stage itself when facts are yet to be ascertained by the magistrate's court. In this case, Ajeet Seeds Ltd vs KGopala, the question was whether the demand notice was received by the drawer of the cheque issued in payment of a debt. While the magistrate had issued process, the Bombay High Court quashed it on the ground that the notice did not appear to have been served or received by the accused person. The payee appealed to the Supreme Court, which allowed it stating that the issue of notice before filing complaint under the Negotiable Instruments Act is a matter of evidence and proof. Therefore it would be premature for the high court to quash prosecution assuming that notice was not received by the accused person.

 

Cracking the code


SUDIPTO DEY

Astudy by Grant Thornton of the boards of the top 150 listed Indian companies ( in terms of market cap) for FY12 covering 1,612 active directors made the following observations:


The number of directors on the boards of these companies ranged between four and 20, with an average of 11
The average number of directorships held by these directors was five
About 15 per cent of the directors held 10 or more directorships
No information was available in the public domain or in annual reports on the credentials of 159 directors; of the remaining 1,453, forty- nine per cent were aged more than 60
424 ( 28 per cent) of the 1,513 directors whose educational qualifications were known had not secured degrees beyond graduation
The number of members in the audit committees ranged from four to five
Only one out of every 17 directorships ( 102 out of 1,612 directors) was held by a woman
The average number of board meetings in FY12 was seven, with the number of meetings ranging between four and 20
16 per cent attended less than four board meetings during the year Come October 1, 2014, when the Securities and Exchange Board of India ( Sebi)' s corporate governance code comes
into effect, Indian boards will have to do much better than that.

It's not that the situation hasn't improved since February, when Sebi's board had approved proposals to amend the listing agreement, with respect to corporate governance norms for listed companies.

A recent study by law firm Khaitan & Co found as of June 30, 94 companies had appointed 91 women directors to their boards, for 97 directorship positions. However, some marquee Nifty 50 companies, including Bharat Petroleum Corporation, Cipla, Hero MotoCorp, Hindustan Unilever, Kotak Mahindra Bank, NMDC, ONGC, Punjab National Bank, Tata Consultancy Services and United Spirits, are yet to have a woman director on their boards, according to research by indianboards. com. Several high- profile independent directors continue to hold 6- 12 directorships in different companies, the research added.

Head hunters say given the spurt in the demand for woman directors, companies are finding it difficult to fill up these positions with the right skill- sets and within the stipulated timeframe.

Reconstituting boards

While most listed companies have to reconstitute their boards, in keeping with Sebi's compliance requirements, corporate lawyers say this is easier said than done for mid- sized companies. " Mid- sized companies may need more time, as many of them are promoterdriven and not used to the compliance requirements," says Lav Goyal, partner, Grant Thornton India.

He expects the bulk of noncompliance to come from these companies. Most experts feel large corporate houses are better placed to meet 80- 90 per cent of the compliance requirements by October this year.

Trouble with related- party transactions

Companies say they find dealing with related- party transactions the trickiest piece in cracking the corporate governance code. Many companies are identifying the universe of related parties based on the expanded definitions in the law and mapping transactions with these parties for seeking the approval of audit committees. "Companies with good governance are looking towards information technology- enablement in their transaction systems to flag any related- party transaction, before these are executed," says Mritunjay Kapur, partner and head ( risk consulting), KPMG in India.

The challenges of prior approval can be dealt with through master service agreements and circular resolutions.

The moot question is should audit committees approve related party transactions, says Dolphy D'souza, partner in a member firm of EY Global.

"By requiring independent directors to approve relatedparty transactions, they will essentially be stepping into the shoes of the management, and will no longer remain independent," he adds.

Enforcement capability

However success in complying with the corporate governance code will depend on Sebi's enforcement capability. So far, to ensure compliance in this regard, the regulator has relied on the resources of stock exchanges. However, many corporate lawyers believe that for effective compliance, it has to pick up the enforcement stick itself.

|Mandatory to have woman director:

Have at least one woman director in the board

|Expanded role of audit

committee: Audit Committee must have minimum three directors as members, and two- third of members as independent directors. The committee plays a significant role regarding the appointment and monitoring of auditors, financial reporting of the company, monitoring inter- corporate loans, related party transactions, reviewing the functioning of the whistle blower mechanism, etc.

|Expansion in definition of relatedparty transactions:

All RPTs requires prior approval of the audit committee. Even a transaction between related- parties without any charge has been included in the definition of RPT

|Restriction on the number

of directorships: The maximum number of boards an independent director can serve on listed companies is seven. If such person is serving as a whole- time director in a listed company, then he cannot serve more than three boards.

|Tenure of independent

directors: Restricts the total tenure of an independent director to two terms of 5years each

|Compulsory whistleblower

mechanism: Vigil mechanism must provide adequate safeguards to prevent victimisation of the whistle blower

CLAUSE 49 ESSENTIALS: What listed companies must have in place

Companies have a long way to go before meeting Sebi's corporate governance compliance requirements

 

Company without a board may not be so rare


Under the Companies Act, every company should have a board of directors, the minimum number of directors being three in case of a public limited company and at least two in case of a private limited company. One- third of the directors should be independent.

However, Sebi rules say that in case of listed companies, one- half of the directors should be independent if the chairman is an executive chairman.

An instance has come to is without a board after a is a Vijay Mallyaowned company. The company tax evasion. The only board member now is the managing director.

My presumption is that the promoter is unable to induce any individual to join the board as an independent director. Those days are gone when a friend of the promoter or a senior executive of the company would join the board of directors of the company without due diligence.

We do not know the reasons for the resignation of directors, including executive directors. Presumably, they resigned because they do not want to get punished for wrong doings of the company. In the coming days, we may find more companies without a board of directors, or a board without independent directors.

Professionals would be hesitant to join the board of directors of a troubled company.

Companies get into trouble because of inappropriate strategies or due to factors beyond their control, for example due to a policy change by the government, or economic slowdown.

Whatever be the reason, managers of a troubled company expect good days will come back soon and are tempted to sail through bad times by accounting manipulation, noncompliance with law and often by using employees' money (e. g. provident fund) or government money ( e. g. service tax collected from customers) in business. In a promotermanaged or a promoter- driven company, where promoter is the anchor investor, the temptation to survive by hook or by crook, is much higher.

The Companies Act 2013 has provided for stringent penalties for offences under the Companies Act. Moreover, directors might be liable for offences punishable under other laws. Some of the penalties involve imprisonment.

The Companies Act 2013 has defined ' officer who is in default' and who is punishable for offences committed by the company. The following persons are treated as officer in default: whole- time director, key managerial personnel (KMP) ( CEO, CFO, company secretary and whole- time director), specified directors ( if there is no KMP) and all directors (if there is no KMP, or there are no specified directors). The Companies Act generally provides immunity to independent directors. However, an independent director is punishable for a company's offence, if he had knowledge of the contravention through the board process and he did not object to the contravention.

Similarly, if the director failed to act diligently, he may attract penal provisions even if he is not an offender.

The Companies Act has increased the responsibilities of directors manifold, some of which are onerous and some of which are ambiguous. For example, the board of directors is duty- bound to act diligently and in good faith in the best interest of the company, its employees, the shareholders, and the community and for the protection of environment.

The Companies Act 2013 does not explain whether the board of directors has a duty of loyalty to all the employees, including those employed through contractors, or to permanent employees only.

Similarly, it is not clear as to the boundary of the community for whose best interest the board of directors should function.

One of the roles of independent directors is to balance the conflicting interest of stakeholders.

Stakeholder is not defined in the companies Act.

SEBI has gone a step ahead and formulated revised clause 49, which will be effective from October 1, 2014. Both the Companies Act 2013 and a revised clause 49 aim to improve corporate governance and protect the interest of stakeholders. However, the purpose would be defeated if individuals with right capabilities and high integrity and commitment do not join the board of directors.

The duties of independent directors should not be made too onerous. This will result in bad directors replacing good directors, particularly in companies where corporate governance is weak or which are in trouble.

Professor and head, School of Corporate Governance and Public Policy, Indian Institute of Corporate Affairs; Advisor (Advanced Studies), Institute of Cost Accountants of India; Chairman, Riverside Management Academy Private Limited

Duties of independent directors should not be made onerous, as it will result in bad directors replacing good ones

ASISH K BHATTACHARYYA

 

 


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A.Rengarajan

Company  Secretary

Chennai

93810  11200

"

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