Volume 11 Issue No. 219/2019

Hi Folks

Wondering if I got the words wrong ? Should it read ‘Déjà vu’? I felt the same when I first heard someone talking at length about ‘Vuja de’. In any case I was glad I learnt a new term – Vuja de meaning “a fresh perspective to a familiar issue, problem, situation, event, everyday things as if you were seeing it for the first time”. I guess a child has a vuja de moment several times in a day. Makes life interesting for him and difficult for the parent, what with his constant questions of curiosity. Sadly with age we lose these vuja de moments, these fresh perspectives to life, making it monotonous and dull. But if an entrepreneur adopts the vuja de approach, he can find solutions to everyday problems. This is how startups are born !

It was no coincidence that the morning I first heard Vuja de, I also anchored a talk on “Neuroscience of Cancer & Immortality” by a young, dynamic Yogic Neurosurgeon – Dr. Mayur Kaku. He didn’t use the word Vuja de but his entire talk itself was ‘Vuja de’, bringing fresh perspectives about how earth came to life, how life came to earth billions of years ago, the origin of life cell, the birth of life which is consciousness from chaos, volcanic eruptions, tsunami, earthquakes, how life begets life, sun as the fuel of life and finally cancer cell – how it desires to be immortal, how it spreads recklessly and a cancer warrior’s Vuja de moment when he / she counts the dreaded cancer as a blessing because it helps analyse life better i.e. consciousness better. It was rather strange to hear the doctor say “Cancer is a cell which defies its regular function and wants IMMORTALITY, jeopardising the host! IMMORTALITY is what all of us dream of, but NOT a cancer cell with immortal behaviour!!”. But let’s accept. This is the truth. The reality that corrupt cancer cells spread fast and furious and we need to fight it through good cells, good lifestyle, a healthy body, a positive mind. More importantly adapt new practices for a new life. Yes, this was the déjà vu moment for me because as a cancer warrior, I felt I am privileged to experience consciousness, to look at life differently, value and live life better and help others live better too ! There are many other perspectives about life, yoga and science that the young medico revealed to us but it suffices to know a Vuja de moment, a Vuja de approach to life makes it more meaningful and fulfilling.

Many a times, with the changing rules and regulations which are far too often and far too many, we do experience low points and sinking feelings but I guess if we discover and deploy Vuja de solutions, we will rise like the phoenix. I sincerely hope my editorials sometimes do provide the insights required for the same. If yes, do continue reading. This 219th issue of Samhita carries the regulatory updates round up from Company Law, IBC, IT, RBI, SEBI and GST. What may be of interest to startups is the provision that permits issue of shares with Differential Voting Rights (DVR) and issue of ESOPs to recognised startup directors upto a period of 10 years. The Mediation series is coming to an end with the 20th article contributed by Saradha Kumar, Advocate & Mediator on ‘Mediation in Family Disputes’. Hope you found the articles interesting and useful. Next issue onwards you can look forward to yet another topic, yet another series of knowledge sharing from yet another expert ! Till then , enjoy the festivities of Ganesha Chathurthi as we seek his blessings to clear all obstacles and pave the way for better learning, better health and a fulfilling life ahead !

For any previous issues of Samhita and the readers’ feedback, please visit https://sharadasc.com/resource-center/

Happy Reading

MCA updates

Appointed Date u/s S.232(6)

The MCA has issued a clarification interpreting what is an “appointed date” in terms of S. 232(6) of CA, 2013 w.r.t Scheme of Amalgamation as well as the ‘acquisition date’ for the purpose of Ind-AS 103 (Business combinations), considering the provisions of law, various court / NCLT decisions and relevant practices.

‘Appointed Date’ may be a specific calendar date or tied to the occurrence of an event or fulfilment of preconditions agreed by the parties or any other requirement relevant to the scheme.
‘Appointed Date’ shall also be deemed to be the acquisition date and date of transfer of control.

Family run businesses are an important part of the Indian economy. According to a report by Credit Suisse, India has the third largest number of family run businesses in the world after US and China.

Family run businesses have a presence across the spectrum – from the biggest conglomerate in steel, energy, power, to the kirana shops down the road. The members of the family in some cases perform multiple roles. Some members of the family may just have…Read more

IEPF Rules Amended

The MCA has notified the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Second Amendment Rules, 2019.

The provisions of above mentioned rules shall come into force w.e.f 20.08.2019, except Rule 6 (i), (iv), (v), (vi), (vii), (viii) which shall come into force w.e.f 20.09.2019.

Share Capital & Debentures Rules Amended

The MCA has notified the Companies (Share Capital and Debentures) Rules, 2014 on 16.08.2019 and shall come into force from the date of publication of the notification in the Official Gazette.

Following are the highlights of the amendment rules:

In a bid to ease the rules for issue of Share Capital by Startups recognized by DPIIT, Companies (Share Capital and Debentures) Rules, 2014 have been modified to permit such recognized Startups to issue shares with Differential Voting Rights (DVR) even if they did not have a profitable track record for last 3 years.
Further, the voting power in respect of shares with DVR shall not exceed 74% of total voting power including voting power in respect of equity shares with DVR issued at any point of time.
Company Secretary (CS) to compulsorily sign Share Certificates, wherever he is appointed. Earlier the requirement was 2 Directors and 1 Authorized Signatory appointed by the BOD.
DPIIT recognized Startups can now issue ESOPs (Employee Stock Options) to Promoters and Directors who hold directly or indirectly through their relative or through any body corporate more than 10% of the equity capital of the Company for a period of 10 years from the date of incorporation / registration. Earlier, this was limited to a period of 5 years.
Terms and conditions with regard to investment or deposit of sum for Debenture Redemption Reserve (DRR) under Rule 18(7) have been restated to remove certain drafting errors.

IBBI updates

IBC (Amendment) Act, 2019

The provisions of the Insolvency and Bankruptcy Code (Amendment) Act, 2019 have come into force from 16.08.2019.

Liquidation process Amendment Regulations

IBBI (Insolvency and Bankruptcy Board of India) has clarified that the provisions of the IBBI (Liquidation Process) (Amendment) Regulations, 2019 notified on 25.07.2019 shall be applicable only to liquidation process which commenced on or after 25.07.2019.

SEBI updates

Non-Compliance of ICDR Regulations

Non-Compliance of the following provisions of ICDR (Issue of Capital and Disclosure Requirements) Regulations shall attract a fine of INR 20,000 per day of non-compliance till the date of compliance which shall be levied by stock exchanges:

– Delay in completion of a bonus issue:

✔ Within 15 days from the date of approval of the issue by BOD – where shareholders’ approval is not required.
✔Within 2 months from the date of BM wherein bonus issue was announced – where shareholders’ approval is required.

– Allotment of convertible securities within 18 months from the date of allotment of such securities.
– Application to stock exchange/s for listing in case of further issue of equity shares within 20 days from the date of allotment.

– Application to stock exchange/s within 7 days from the date of grant of listing approval by the stock exchange/s.

Approval for listing and trading of promoters bonus shares may be granted by the Stock Exchange only after payment of the requisite fine by the listed entity.

The names of such non-compliant entities shall be displayed on the website of the recognized stock exchange. The recognized stock exchange shall issue notices to such entities and collect fine within 15 days from the date of notice.

The amount of fine realized shall be credited to the Investor Protection Fund of the concerned stock exchange. Failure to pay fine may lead to prosecution proceedings..

RBI updates

Issue of CPs – Not Deposits

According to the Foreign Exchange Management (Deposit) Regulations, 2016 issue of Commercial Papers (CPs) were considered as Deposits. However, a CP is described as a money market instrument under the RBI Act, 1934 and is also exempted from the definition of deposits under Companies Act, 2013. Additionally, Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2017 allow investments in CPs.

Thus, to maintain uniformity across various statutes, the RBI has amended the Deposit Regulations vide Foreign Exchange Management (Deposit) (Amendment) Regulations, 2019.

Income Tax updates

Applicability of Enhanced Monetary Limits

The enhanced monetary limits for filing appeals by the department before the Income Tax Appellate Tribunal, High Courts and Special Leave Petitions (SLPs) before the Supreme Court is applicable to pending SLPs / appeals / cross objections / references.

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GST updates

Extension of Due dates

The due dates for filing of GSTR-3B for July, 2019 have been extended to 20.09.2019 for certain flood affected districts in the States of Karnataka, Bihar, Kerala, Maharashtra, Odisha, Uttarakhand and Gujarat.
The due dates for filing Form GSTR-9 / GSTR-9A & GSTR-9C for FY 2017-18 has been extended to 30.11.2019.

Note: The contents of this Newsletter are only a summary and has not dealt with any issue in detail. Any action taken or proposed to be taken must be in consultation with professionals and not merely based on the articles / news updates. S. C. Sharada & Associates disclaims all liability on action taken without professional advice.

S. C. Sharada & Associates,

Company Secretaries. #405, 7th Cross, IV Block, Koramangala, Bangalore – 560 034.
sharadasc.com Phone : +91 80 25534374 , +91 80 25536618 Email: [email protected]

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