News Summary

Section 186 of the Companies Act, 2013 – Some food for thought

CS. Ramaswami Kalidas, an eminent Company Secretary has analysed the provisions of Section 186 of Companies Act, 2013 in comparison to and drawing contrasts from the erstwhile Companies Act, 1956 with respect to Loans, Investments and Guarantees. The Article is rich with case laws, critical analysis and interpretations. The Article does justice to its title and leaves you with a lot to ponder upon beyond its reading time of 11 minutes!

Open Article

Preservation and Retention of Documents under Companies Act, 2013

Ms. Amritha Puranik and CS Rajeswari J Pai from team SC Sharada & Associates have analysed and compiled the requirements and provisions under Companies Act, 2013 and the Secretarial Standards – 1 (on Board Meeting) regarding the preservation of documents in an Article titled “Preservation and Retention of Documents under Companies Act, 2013”. The Article contains an exhaustive list of documents, papers and records required to be maintained by Companies along with period of maintenance in a simple tabular format.

6 minutes of your time is all it takes to read the article!

Open Article

MCA Updates

MCA21-V3 for Companies Forms

It was announced on the MCA website that similar to the migration of LLP forms from MCA21 V2 to MCA21 V3 where the forms were made web based, forms to be filed by Companies are in the process of being made web-based forms.

The 1st set of 9 web-based forms (DIR3-KYC Web, DIR3-KYC Form, DPT-3, DPT-4, CHG-1, CHG-4, CHG-6, CHG-8 & CHG-9) shall be launched on 31 August 2022 at 12:00 A.M.

To facilitate this migration e-filing of the abovementioned forms on MCA21 V2 shall be disabled from 15 August 2022 and the pay later option shall be disabled for these forms.

Like every other systems migration the V2 to V3 migration for LLP Forms was besieged with many technical glitches, which are still not plugged! Can stakeholders expect a smoother transition for Companies Forms, is for us to wait and find out!

Open Announcement

Contribution to “Har Ghar Tiranga” campaign – eligible CSR activity

MCA vide circular dated 26 July 2022 has clarified that any contributions made by Companies towards the “Har Ghar Tiranga” campaign (a campaign under the Aazadi Ka Mahotsav initiative) such as mass scale production and supply of the National Flag, outreach and amplification efforts and other related activities, are eligible CSR activities.

Open Circular No.08/2022 dtd. 26 July 2022
RBI Update

Liberalisation of Forex flows

RBI has liberalised the Forex norms in an attempt to boost forex inflow into the country. This move seems to be a result of INR depreciating against the Dollar. The norms have been liberalised as follows:

  • ECB limit under automatic route doubled and all-in-cost ceiling increased:

    Earlier eligible borrowers were allowed to borrow upto 750 million USD under automatic route without having to approach RBI for approval subject to adherence to prudential norms, all-in-cost ceiling limits etc. This limit has now been increased to 1.5 billion USD. The all-in-cost ceiling has been increased by 100 basis points. The increased limits shall be available to borrowers till 31 December 2022.

  • FPI investment in government and corporate debt – exempted from short term limit:

    Currently FPI investment in government and corporate debt is restricted to 30% each in government securities and corporate bonds having a residual maturity of less than 1 year. Investments by FPIs in government securities and corporate debt made till 31 October 2022 have been exempted from this short term limit.

Other relaxations of Foreign Currency Non-Resident Bank (FCRN(B)) Deposits and NRE deposits, exemption from Cash Reserve Ratio and Statutory Liquidity Ratio on Incremental FCNR(B) and NRE were also notified vide Press Release dtd.6 July 2022.

Open Press Release

SEBI Updates

Social Stock Exchange – new chapter inserted in ICDR Regulations

SEBI vide notification dated 25 July 2022 has notified the SEBI (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2022. Vide the Amendment Regulations Chapter X-A on Social Stock Exchanges has been inserted in the ICDR Regulation, 2018.

Highlights of Chapter X-A:

  • Words “Social Enterprise”, “Social Audit”, “Social Auditor”, “Social Stock Exchange (SSE)” have been defined among others.
  • Applicability – The chapter shall be applicable to:
    • Not for profit organisations seeking to only get registered on the SSE
    • Not for profit organisations seeking to get registered and raise funds on the SSE
    • For profit organisations seeking to be recognised as a Social Enterprise
  • Non Profit Organisation (NPO) has been defined to include the various types of not-for-profit structures such as Trusts, Society, Sec. 8 companies
  • For Profit Social Enterprise (FPSE) means a for profit company or a body corporate which is a Social Enterprise but does not include a Sec. 8 company.
  • Eligibility conditions for being identified as a Social Enterprise have been detailed
  • NPOs may raise money through the SSE by issuance of Zero Coupon and Zero Principal Bonds (“ZCZPB”), donations from MF Schemes and in any other manner as may be decided by the Board.
  • FPSEs can raise money in a conventional manner and list on the Main Board, SME Exchange or IGP with a specific FPSE tag attached to the scrip.
  • Eligibility and procedure for issuance of Zero Coupon Zero Principal Instruments

Please refer to the Amendment Regulations for details.

Open ICDR Amendment Regulations

New chapter in LODR Regulations for Social Enterprises

SEBI has notified the SEBI (LODR) (Fifth Amendment) Regulations, 2022 vide notification dated 25 July 2022. Broadly, the amendments are as follows:

  • Definition of “designated securities” amended to include Zero Coupon Zero Principal Instruments
  • Chapter IX-A – Obligations of Social Enterprises (SEs) inserted.
  • The ICDR Amendment Regulations, 2022 has defined Social Enterprises as either a Not-for-Profit- Organization or a For-Profit-Social Enterprise that meets the eligibility criteria specified in Chapter X-A of the Regulations.

  • Highlights of Chapter IX-A:
    • Applicable to “for profit social enterprises” and “not for profit organisations” having it’s designated securities listed on stock exchange
    • Disclosures applicable to listed entities having specified securities listed on the Main Board or Investor Growth Platform, as the case may be, shall be applicable vis-à-vis to “for profit social enterprises”
    • “Not for profit organisations” to make disclosure to Social Stock Exchange on matters specified by SEBI within 60 days
    • Social Enterprises to frame a policy for determination of materiality and intimate the Social Stock Exchange / Stock Exchange as the case may be of the same
    • Social Enterprises to submit an Annual Impact Report audited by a Social Audit Firm employing Social Auditor to Social Stock Exchange / Stock Exchange as the case may be
    • Listed “not for profit organisations” to submit statement of utilization of funds to Social Stock Exchange on quarterly basis

Look forward to our understanding of Social Stock Exchange and Social Enterprises in an article in our upcoming issue Samhitha 279!

Open LODR Amendment Regulations

Extension of timeline

NSE vide its Circular dtd.15 July 2022 has extended the timeline for listed entities to provide the URLs of the information uploaded in its website as required under the Regulations 46 and 62 of LODR Regulations to 31 August 2022 as against the earlier due date of 18 July 2022.

Open NSE Circular

Levy of GST on fees payable to SEBI

Vide circular dated 18 July 2022, SEBI has notified that all fees and charges payable by Market Infrastructure Institutions, Companies who have listed / are intending to list their securities, other intermediaries and persons who are dealing in the securities market shall be subject to 18% GST with immediate effect. The levy is in view of the GST Council withdrawing the exemption given earlier.

Open Circular No. SEBI/HO/GSD/TAD/CIR/P/2022/0097 dtd. 18 July 2022

IBBI Update

IPs to disclose their fiduciary relationship

IBBI has notified the IBBI (Insolvency Professionals) (Amendment) Regulations, 2022 vide notification dtd. 4 July 2022. Through this Amendment, Clauses 8B and 8C have been inserted in the First Schedule (Code of Conduct) pursuant to which an Insolvency Professional (IP) is required to disclose any fiduciary “relationship” with the Corporate debtor, Registered valuers / accountants/ legal professionals/ other professionals appointed by him, financial creditors, Interim finance providers, prospective resolution applicants and if relationship with any of the above, comes to notice or arises subsequently, to the Insolvency Professional Agency of which he is a member within the period specified.

An Explanation has been inserted in 8C which defines “relationship”.

Open Notification No. IBBI/2022-23/GN/REG088 dtd.4 July 2022

GST Updates

CA. R Krishnamurthy has compiled the GST updates for the month of July 2022 in an Article. Highlights of the updates covered are:

  • GST registered persons who have rented premises for residential purposes shall be liable to pay GST on RCM
  • Registered persons having aggregate turnover upto 2 crores in FY 21-22 have been exempted from filing the Annual Return
  • The due date for filing CMP 08 has been extended till 31 July 2022
  • CBIC notification dated 5 July 2022 has been explained in detail
  • Clarification on various issues pertaining to GST vide circular dated 6 July 2022 has been summarised

Please refer to the notifications and circular links in the article for further details.

Open Article