JMJA and Associates LLP

The Securities and Exchange Board of India (#SEB) has revised the regulations for share buyback to provide more clarity on the requirement to make public announcements. The review of the current buyback norms has been done to simplify the language, remove inconsistencies and update the references to the new Companies Act, 2013. The amendment brings clarity on the requirement to make public announcement for the offer after declaration of postal ballot results has. Also, an explanation for ‘free reserves’ in-line with Companies Act, 2013 is added in the Regulation. As per the notification, buyback period is defined as the time between date of authorisation for buyback by a company’s board of directors and the date on which the payment is made to shareholders who have accepted the offer. Clarity has also been provided on timelines with respect to various requirements under buyback regulations. The new regulations pertaining to buyback and credit rating agency came into...

As per new amendment in Companies Act, 2013, all the Individuals holding valid DIN are required to update their KYC with the Ministry of Corporate Affairs (MCA) by filing e-form DIR-3 KYC annually. The basic purpose of the latest amendment is that MCA wants to update its records with verified information about all the directors. Who are required to file Form DIR-3 KYC ? For Financial year 2018-19 - Any person who has been allotted “Director Identification Number (DIN/DPIN)” on or before 31st March 2018 and the status of such DIN is ‘Approved’, needs to file form DIR-3 KYC to update KYC details in the system on or before 31st August 2018. For Financial year 2019-20 onwards - Every Individual who has been allotted DIN on or before the end of the financial year, and whose DIN status is ‘Approved’, would be mandatorily required to file form DIR-3 KYC before 30th April of the immediately next financial year. What if Individual fails to file the DIR 3 KYC Fo...

While we read so many news about deadline to link AADHAR with Bank Account, Insurance Policy, Investment and what not. One service which has not yet started linking AADHAR till date is MCA. However, Ministry of Corporate Affairs in its dashboard announcement made it clear that even MCA is considering AADHAAR integration for various MCA21 services. “As a preparatory step, all individual stakeholders viz. DIN holders/Directors/Key Managerial Personnel (KMP)/Professionals of the Institute of Company Secretaries of India (CS), Institute of Chartered Accountants of India (CA), Institute of Cost Accountants of India (CWA) (whether in employment or in practice) are requested to obtain Aadhaar as early as possible for integrating their details with MCA21 and also ensure that the information in Aadhaar is in harmony with PAN .” Said the notice on MCA. The notice further clarified that “When implemented, all MCA21 services shall be available based on Aadhaar based authentication ONLY....

The  Reserve Bank of India  has scrapped quasi bank guarantee instruments such as the  Letter of Undertaking  and  Letter of Comfort  that blew a Rs. 14,000 crore hole in the books of Punjab National Bank as the regulator attempts to plug a loophole and improve banks’ due diligence in trade credit. Banks can continue to issue guarantees and letter of credit for trade purposes which are the international norm, and also have features that makes the claim on the issuer strong.  "It has been decided to discontinue the practice of issuance of LoUs/ LoCs for trade credits for imports into India with immediate effect," the RBI said in a statement. "Letters of Credit and Bank Guarantees for Trade Credits for imports into India may continue to be issued subject to compliance with the provisions contained in Department of Banking Regulation," it said without saying why it is scrapping it.  To check RBI Circular click here  

More than 9,000 cases are under consideration of the National Company Law Tribunal (#NCLT), including over 2,500 cases of insolvency, according to the government. A total of 9,073 cases are under consideration in NCLT as on January 31, 2018:- 1,630 cases of merger and amalgamation, 2,511 cases of insolvency; and  4,932 cases under other sections of Companies Act. Minister of State for Corporate Affairs P P Chaudhary told the  # RajyaSabh . The Company Law Board was dissolved following the setting up of the NCLT under the Companies Act, 2013. "Systems and procedures, including electronic/ information technology systems are being used on extensive basis to ensure quick disposal of cases," said Mr. Chaudhary.

The fine was imposed after RBI scrutinized Airtel Payments bank's documents relating to opening of accounts without any specific or clear consent from the customers. Reserve Bank of India (RBI) has imposed penalty of Rs. 5 Crores on Airtel Payments Bank.  Airtel Payments Bank, which had commenced its operations in January last year, was charged for violating operating guidelines and Know Your Customer (KYC) norms. The fine was imposed after RBI scrutinised the bank's documents relating to opening of accounts without any specific or clear consent from the customers. "The Reserve Bank of India (RBI) has imposed, on March 7, 2018, a monetary penalty of Rs. 50 million on Airtel Payments Bank Limited (the bank) for contravening the Operating Guidelines for Payments Banks' and directions issued by RBI on Know Your Customer (KYC) norms," the central bank said in a statement. Based on the complaints and adverse media reports alleging that the bank had...

t least 33 companies, or one-third of firms on the Standard & Poor’s BSE 100 list, have fallen short of the required corporate social responsibility (CSR) spending as mandated by the Companies Act. The Ministry of Corporate Affairs (MCA) is sending out notices seeking details of how and on what CSR funds are being disbursed, say people familiar with the issue, adding officials want to check if corporate social work is actually happening. Minister of state (MoS) for corporate affairs, law and justice P Chaudhary recently commented publicly on CSR non-compliance by companies, indicating steps to check CSR spending would begin. Abhishek Tripathi, director, CSR Advisory, PwC India, says companies have had the liberty of self-disclosure over the last four years, and there must have been gross violations and discrepancies for the notices to have been sent, but a part of the challenge, he says, is that in a lot of cases, too wide a rang...

The government has ordered probe into the 'true ownership' of as many as 68 companies for depositing and withdrawing large sums during demonetisation, Union Minister P P Chaudhary said today.  Besides, over 2.26 lakh firms have been de-registered for not filing the requisite returns under the Companies Act for two or more years. While over three lakh directors have also been barred from taking up board positions.  Registrar of Companies (ROCs) have identified 2.97 lakh companies during 2017-18 which were not conducting any operations for two years.  "The central government has ordered investigation into the true ownership of 68 companies ....which have deposited and withdrawn fund in an exceptional manner from the bank accounts during demonetisation period," Chaudhary, who is the minister of state for corporate affairs, said in a written reply to the Lok Sabha.  The ministry through its ROCs keeps records of financial statements and annual return...

Information to the Registrar by company regarding the number of layers of subsidiaries Finally, eForm CRL-1 as prescribed under Companies (Restriction on number of layers) Rules, 2017 (the Rules) is made available on MCA w.e.f. 26th February, 2018. Let us go through some of the basic details about form CRL-1 and relevant Rules. Law(s) Governing the eForm Every company other than certain exempted class of companies, which has number of layers of subsidiaries in excess of the layers specified in the Companies Act 2013 shall file a return in Form CRL-1 with the Registrar within a period of 150 days from the date of publication of these rules in the Official Gazette. Section 2(87) and Rule 4 of the Companies (Restriction on number of layers) Rules, 2017 . Rule 4 of the Rules. ·         On and from the date of commencement of these Rules, no company, other than a company belonging to a class specified in sub-rule (2), shall have more t...