Three Big Cs – Cancer, Corona & Corruption. Over the years, great progress has been made in fighting Cancer. Corona is a new kid on the block. Baby-steps are being taken to find a vaccine even as we are groping in the dark to find ways to manage ourselves. What about the oldest villain of the lot ? Corruption – the malady of the mind, deep rooted in our society, entrenched in our psyche that ‘it is a way of life’ ?
Why is this not being combated ? Why am I bringing this up in these pandemic times ? Because at ground zero the evil Corruption monster keeps raising its ugly head and spreading its venomous tentacles at all places – even in food supplied and tests done in Corona times !
It is an open secret by now that some of the basic Corona tests that should cost around Rs.3,000 are jacked up by private corporate hospitals to Rs. 9,000. Lot of unqualified intermediaries (read agents who are contracted to get home-tests done) padding up the price without adding value. Bed numbers falsified. Corruption in the govt. machinery for procuring beds and medical equipments. I heard all this from one of my relatives who has first hand information. Why he even narrated his own story of corruption in the food supply contract that he got in April. While Nagaraj (real name masked) was happy that he got a contract for Rs. 6 lacs to supply food dabbas / packets to BBMP (Bangalore Municipality) for its workers, Asha workers, home guards, nurses, poor patients and also officials, he was taken aback that only part payment was released (mind you these contracts do not provide for any advance amount, it is only reimbursement). A small time hotelier with only he and his wife cooking, cleaning, supplying and serving, it is tough for Nagaraj who has pawned his wife’s jewels to finance the contract. He was happy that he got an opportunity to serve people during these pandemic times – he travelled to the most affected places, wearing the PPE gears and risking his life as he served hot, tasty food to the Corona warriors. But what pained him is the demands from the ‘hawks in the department’, right from the driver to the clerk to the accountant to the officer to ‘pass his bill’. Needless to say, at every stage there is a cut to be given. Shocking that even for Corona related service, one needs to ‘pay’ to get back his ‘rightful dues’ ! While I felt indignant, Nagaraj being an old hand at this game was resigned to his fate saying ‘nothing will change this sick mind’. Current update from him – he has lost the repeat contract because he couldn’t continue playing the game. Pretext given was of course that his food quality wasn’t good though he claims to the contrary. While Nagaraj is not a saint, I thought at least a life-shaking malaise like Corona should have shaken the system and brought some positive changes. Alas, it only continues to get worse and rot. Any vaccine for Corruption ?!
While it is a thumbs-up from me for the several regulatory and legislative changes that are being made by the Govt., most of them have grey areas adding to the confusion. Take the FDI notification of April, 2020 that restricts investment from 7 countries that share land border with India (read China actually) unless Government approval is obtained. It is not clear what is the threshold % of shareholding from such countries for the approval purpose. Is it 1%/25%/50% ? What is the minimum ? A newspaper report talked about 25% which is drawn from the threshold prescribed for public procurement from such entities. In one of our client’s case, due to lack of clarity, we had to suggest that the JV party be changed from Hongkong to US. Loss of face with foreign investors. Loss of time. Increase in costs. All avoidable had the Ministry spelt out the meaning of ‘beneficial ownership’ in the notification itself.
Similarly the Consumer Protection (E-commerce) Rules, 2020 have some contradictions and omissions in relation to E-com entity. It appears only a company can carry on e-com trade. This can’t be so ! What about partnership firms and LLPs ? Am I missing something here ? Our team members have analysed the Ecom rules which is carried as Part 1 in this issue.
Another instance is the hastily drafted Karnataka Land Reforms Ordinance which is ambiguous on many counts, as explained by Nivedita Krishna, Lawyer & Founder of Pacta. Do read both the articles listed right below to understand why I am saying this.
Samhita, 241st issue is a compendium of updates from MCA, SEBI, GST, RBI etc. as also Balaji, our English expert’s insights on a different aspect of the language. For any previous issues of Samhita and the readers’ feedback, please visit https://sharadasc.com/resource-center/
Understanding the latest Karnataka Land Reforms Ordinance
Ms. Nivedita (ACS, LL.B) Founder of Pacta, a law firm in Bangalore, has analysed the latest Karnataka Land Reforms Ordinance. The Article is detailed yet concise and easy to understand. A good read for everyone wondering about the impact of the latest Karnataka Land Reforms Ordinance!
Article on Consumer Protection (E-Commerce) Rules – Part I
Team SCS&A, represented by G K Ashwin, Krithika Murali & Sreenivasan Narasimhan, have analysed the Consumer Protection (E-Commerce) Rules, 2020 notified by the Department of Consumer Affairs. The first, of a two part series, Part I focuses on various definitions introduced through the Rules like – “E-Commerce entity”, “Platform” etc. and the duties of E-commerce entities.
Extension of due date – submission of quarterly / half yearly / annual
Listed entities are required to submit quarterly financial results within 45 days of the end of quarter, i.e. Quarterly financial results for quarter ended 30.06.2020 is required to be submitted on or before 14.08.2020. Vide Circular dated 29.07.2020, SEBI has extended the due date for submission of quarterly financials for quarter April-June till 15.09.2020.
SEBI (Prevention of Insider Trading) (Amendment) Regulations
Vide Notification dated 17.06.2020, SEBI has notified multiple amendments to the SEBI (Prevention of Insider Trading) (Amendment) Regulations, 2015. A gist of the amendments is as follows:
a. Maintenance of Structured Digital Database – Earlier, matters falling under the ambit of the database was restricted to information regarding name and PAN of persons / entities with whom UPSI (Unpublished Price Sensitive Information) has been shared. Now, in addition to this information, details regarding nature of the UPSI and details of persons / entities with whom such information is shared is also required to be maintained. The database is required to be maintained internally and should not be outsourced.
b. Period of Preservation of Digital Database – for not less than 8 years from completion of transaction. Where there is any on-going investigation by SEBI, the database should be preserved till completion of the investigation.
c. Disclosures of Trade by promoters, directors & designated persons- As per the new provision such disclosures must be made in the manner and mode specified by SEBI from time to time.
d. Relaxation from Trading Window restrictions- In addition to the existing list of transaction in Sch B, Offer for Sale transactions and Rights Entitlements shall be allowed for trading when the trading window is closed.
e. Disciplinary actions- The format for reporting CoC violations has been amended vide the Circular. Listed Companies, intermediaries and fiduciaries must report the CoC violations to the Stock Exchange where such securities are traded. They are required to deposit the amount of fine or penalty collected into SEBI IPEF account.
f. Reporting non-compliances- Earlier any violations in compliance of provisions of Insider Trading were required to be reported to SEBI. As per the amendment, going forward such non-compliances are to be reported to the respective Stock Exchange and not SEBI.
Listing of NCDs, NCRPs & CPs – financials older than 6 months permitted
SEBI vide Circular dated 24.06.2020, had extended the due date for submission of quarterly / half yearly / annual financial statements for the year ended 31.03.2020 up to 31.07.2020. In line with the same, Issuers intending to list their NCDs, NCRPs & CPs from 01.07.2020 up to 31.07.2020, can do so using available financials as on 31.12.2019 against the earlier requirement for the audited financials to be not older than 6 months.
Relaxations w.r.t. Takeover and Buy back – Extended
In view of the impact of the COVID-19 pandemic, vide Circular dated 14.05.2020, SEBI had notified certain onetime relaxation w.r.t. SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and SEBI (Buy-back of securities) Regulations, 2018 for offers and buy-back tender, opening up to 31.07.2020. The Circular allowed the acquirer / company to deliver Letter of Offer, tender form and other offer related materials through electronic means to the shareholders subject fulfilment of certain requirements similar to the ones issued by SEBI w.r.t. Rights Issue.
The same relaxation has been extended for offers and buy-back tender, opening up to 31.12.2020
Relaxations for Rights Issue under ICDR regulations – Extended
SEBI vide Circular dated 06.05.2020, had granted certain temporary relaxations w.r.t. Rights Issue opening up to 31.07.2020. The Circular included relaxations w.r.t. sending abridged letter offer along with application form to shareholders through electronic means, details to be included in the advertisement to be published 2 days prior to opening of the offer etc.
The same has been extended for Rights Issue opening up to 31.12.2020.
The Consumer Protection Act, 2019 shall come in to force on 20.07.2020. Major changes introduced are:
1. Establishment of a Central Consumer Protection Authority
CCPA shall be a 36 member council having a composition as listed in the Consumer Protection (Central Consumer Protection Council) Rules, 2020.
Tenure of the Council is 3 years
CCPA will be empowered to conduct investigations into violations of consumer rights, initiate complaints and prosecution, order recall of unsafe goods and services and discontinue unfair trade practices and misleading advertisements.
2. Changes to the dispute resolution process
District Forum has been renamed as District Commission.
Pecuniary changes in the jurisdiction of National, State and District Redressal Commissions are:
a. District Commissions – increased from Rs.20 Lakhs to up to Rs.1 crore.
b. State Commissions – increased from Rs.1 crore to Rs.10 crore.
c. National Commission – increased from Rs. 1 Crore and above to Rs.10 crore and above.
The amount to be deposited with the State Commission in case of an appeal by the Opposite Party was capped at Rs.25,000. The same has been removed..
The Ministry of Consumer Affairs, Food and Public Distribution vide Notification dated 23.07.2020 has notified the Consumer Protection (E-Commerce) Rules, 2020. The Rules broadly covers the following topics:
Duties and liabilities of inventory e-commerce entities
The Rules are detailed and have widened the scope of Consumer Protection Act, 2019. Loosely used terms like “platform” and “E-commerce entity” have been clearly defined in the Rules. Roles and responsibilities of various E-Commerce participants have been detailed in the Rules.
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.
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