Corp Legatus Updates- 25th June 2018

“Courage doesn’t always roar. Sometimes courage is the little voice at the

end of the day that says I’ll try again tomorrow.”

SEBI

The SEBI Board met in Mumbai on 21st June, 2018 and took inter alia the following decisions:

  1. Review   of   SEBI   (Substantial   Acquisition   of   Shares   and   Takeovers) Regulations, 2011:

It has been decided  to  grant  additional  time  for  upward  revision  of  open  offer  price  till one working day before the commencement of the tendering period.

  1. Replacing  SEBI  (Buy-back  of  Securities)  Regulations,  1998  with  new  SEBI (Buy-back of Securities) Regulations, 2018:

Relevant provisions outlined under Sections 68 and 70 of the Companies Act, 2013 have been incorporated in the new Buyback Regulations to make it self-contained. Under the new Regulations, the buyback period has been defined as the period between  board  of  directors  resolution/date  of  declaration  of  results  for  special resolution  authorizing  the  buyback  of  shares  and  the  date  on  which  payment consideration is made to the shareholders.

  1. The  Board  approved  the SEBI  (Issue  of  Capital  and Disclosure Requirements) Regulations, (“ICDR Regulations”) 2018:

Some of the key proposals approved by the Board are as follows:

  • The  requirement  of  announcing  price  band  five  working  days  before opening of the issue would be reduced to two working days before opening of the issue. Financial  disclosures in case of public issues/ rights issues to  be  made  for  3  years  as  against  the  present duration of 5 years.
  • Restated and audited financial disclosures in the offer document to be made on consolidated basis only. Audited standalone financials of the issuer  and material  subsidiaries  to  be disclosed  on  the  website  of the issuer company.
  • Threshold  for  submission  of  draft  letter  of  offer  to  SEBI  in  case  of  rights issues to be increased to Rs. 10 Crores as against the earlier prescribed Rs. 50 Lakhs.
  • For a company to be eligible to make a fast track rights issue, it should not have any audit qualifications or adverse opinion.
  • Definition  of  group  companies has  been made more  specific  by  clarifying that   group   company/ies,   shall   include   such   companies   (other   than promoter(s)  and  subsidiary  (ies))  with  which  there  were  related  party transactions, during the period for which financial information is disclosed (3 years), as covered under the applicable accounting standards and also other companies as considered material by the board of the issuer.

The complete press release is available at https://www.sebi.gov.in/media/press-releases/jun-2018/sebi-board-meeting_39324.html

 

RBI:

RBI tightens norms for Liberalised Remittance Scheme: The Reserve Bank of India has tightened norms for Liberalised Remittance Scheme (LRS) by making quoting of the Permanent Account Number or PAN mandatory even for transactions below 25,000 US dollar. The apex bank issued a notification in this regard on 19th June, 2018. Under the LRS, all resident individuals, including minors, are allowed to freely remit up to 2,50,000 US dollar per financial year for any permissible current or capital account transaction or a combination of both. Earlier, a system for daily reporting of individual transactions under the LRS by banks was been put in place. This system enables the banks to view the remittances already sent by an individual during the financial year, thus improving monitoring and ensuring compliance with the LRS limits.

 

MCA:

MCA begins probe in firms where auditors resigned mid-way. Western region ROC submits list of 42 companies and notices have been issued to all companies seeking explanation on auditors resignation. Companies in listed space include companies like – Gitanjali Gems, Hexaware tech, Vakrangee, Atlanta. MCA is probing whether auditors have failed to raise red flag during audits.

Corporate News: Enforcement Directorate, GOI has filed application under the newly promulgated Fugitive Economic Offenders Ordinance for declaring Vijay Mallya a fugitive economic offender and seeking confiscation of his assets worth over Rs. 12,500 crores.

I hope that this corporate alert will be useful for you professionally.

Should you have any query please feel free to contact us.

 

Best regards,

CS Purnima Sharma

FCS, LL.B., B.Com(H), MSF

Practising Company Secretary

Purnima Sharma & Associates,

Company Secretaries, Delhi

Email: cspurnimasharma@gmail.com

Mobile: +91-9871027096

www.cspurnimasharma.com

 

Office: 17A, II Floor, Chaudhary Kishan Chand Complex,

Jwala Heri Market,

Paschim Vihar, Delhi 110063

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Disclaimer:

Care has been taken to ensure the accuracy of the information provided; however, no completeness or reliability is ensured by the Author. Author is not responsible for any errors or omissions in the article. Therefore, users of this information are expected to refer to the relevant existing provisions of applicable laws. The user of the information agrees that the information is not a professional advice and is subject to change without notice. Author assumes no responsibility for the consequences of use of such information.

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