c

The key synopsis of the Article encompassing November, 2021 updates is as under:

1. SEBI has notified SEBI (LODR) (Sixth Amendment) Regulations, 2021 to significantly widen and strengthen the ambit of Regulations with respect to Related party(ies) and Related Party Transactions (RPTs) w.e.f. 01st April, 2022 including requiring certain RPTs of Subsidiary Companies requiring approval at Parent Company level. Enhanced disclosures mandated at Audit and shareholder level for approval of RPTs. W.e.f. 1 Jan 2022 only Independent Directors at Audit Committee to approve RPTs. These amendments will require significant changes to current internal framework and mechanisms for approval of RPTs .

2. MCA has invited comments from public on Cross-Border Insolvency under Insolvency and Bankruptcy Code, 2016.

3. SEBI has issued Consultation Paper on Review of provisions related to Preferential Issues Guidelines under SEBI ICDR Regulations. Proposed recommendations include Issue Price to be average of weekly high and low of 60 trading days (from 26 weeks) or 10 trading days (from 2 weeks) , Valuation Report to be mandatory where allotment results in change in control or allotment of more than 5% of post issue fully diluted share capital to any allottee and reduction of lock in period.

4. MCA has amended the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2021 enhancing the threshold limit from Rs. 2 lakhs to Rs. 5 lakhs for value of security , and easing the documentation requirements for submission to IEPF for claiming Dividend/ shares/ refund from IEPF authority.

5. SEBI has released a Circular specifying Common and Simplified Norms for processing investor’s service request by RTAs and norms for furnishing PAN, KYC details and Nomination. SEBI has also released Investor Charter and asked RTAs to disclose the Complaint data on its websites with the objective of providing better Investor services.

6. MCA has removed the disqualification of DIN of Directors who have been facing disqualification since 01st November 2016 on expiry of period of disqualification of 5 years.

I. MINISTRY OF CORPORATE AFFAIRS (MCA) UPDATES:

A. MCA CIRCULARS AND NOTIFICATIONS:

1. Amendments to the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2021 – 09th November, 2021

MCA has released a Circular dated 09th November 2021 amending the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2021. The said Rules are effective immediately.  The analysis of the amendments are, as under:

Sr. No. Amendments
1. Omission:

Rule 7(7) proviso the words “Advance Receipts”, shall be omitted.

Comment:-

There seemed to be a clerical error in the amendment rules. It is stated that in rule 7, in sub-rule (7), in the proviso, the words “Advance Receipts”, shall be omitted. However, in rule 7 the words “Advance Receipts” finds place only in proviso to sub-rule (2).

If the intention of the Ministry is to remove the above-mentioned words from proviso to sub-rule (2) then the amended provisions shall stand as follows:

Upon submission, Form No. IEPF-5 shall be transmitted online to the Nodal Officer of the company for verification of claim:

Provided that the claimant after making an application in Form No. IEPF-5 under sub rule 1, shall send original physical share certificate, original bond, deposit certificate, debenture certificate, as the case may be, along with Indemnity Bond, Advance Receipts, any other document as enumerated in Form No. IEPF-5, duly signed by him, to the Nodal Officer of the concerned company at its registered office for verification of the claim.

Note : MCA has issued a corrigendum subsequently correcting the above error.

2. Substitution:

Schedule II for the words, figures and bracket“Rs. 2,00,000 (Rupees Two Lakh only),” wherever occurring, Rs. 5,00,000 (Rupees five lakh only), shall be substituted.

Comment:-

The base limit of Rs. 2 lakhs is increased to Rs. 5 lakhs for various document submission related purposes.

3. Substitution:

Schedule II under heading, “Documents to be submitted to the Authority to register transmission of securities”, under sub-heading “A. Documentary requirement for securities held in physical mode” in item 1, under the heading, “Where the shares are held singly with nomination” 

(a) In sub-item 1.1, for the word, “nominee”, the word, “claimant” shall be substituted;

(b) For sub-item 1.2, the following shall be substituted, namely: –

“Copy of death certificate of security holder attested by claimant.”

(c) For sub-item 1.4, the following shall be substituted, namely: –

“The original share certificate is to be sent to the company and scanned copy to be attached with the form”

Comment:-

(a) Amendment in 1.1 is for the purpose of convenience and widening the scope.

(b) Amendment in 1.2 is to provide that the copy of death certificate shall be attested by the claimant.

(c) Amendment in 1.4 is to clarify that the original share certificate shall be sent to the company also scanned copy of the same shall be attached with the form.

4. Substitution, Insertion:

Schedule II under heading, “Documents to be submitted to the Authority to register transmission of securities”, under sub-heading “A. Documentary requirement for securities held in physical mode” in item 2, under the heading, “Where the shares are held singly without nomination, the following documents in addition to the documents specified at paragraph 1 are required” 

(a) In sub-item 2.2, for clause (a), the following shall be substituted

“Succession certificate or probate of will or will or letter of administration or Decree, as may be applicable in terms of Indian Succession Act, 1925. (39 of 1925) or any other Decree or Order of any Court or Tribunal”.

(b) For sub-item, 2.3, the following shall be substituted, namely:

“For value of securities more than Rs. 5 lakhs per issuer company as on date of application: Succession certificate or probate of will or will or letter of administration or Decree, as may be applicable in terms of Indian Succession Act, 1925. (39 of 1925) or any other Decree or Order of any Court or Tribunal.”.

(c) After sub-item 2.3 and before item 3, the following explanation shall be inserted, namely: –

“Explanation:

(1) The Company may enhance the limit of Rs. 5 lakhs per issuer company in accordance with SCHEDULE VII of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, after taking approval of its Board of Directors and provide copy of Board resolution to Authority at the time of verification of claim.

(2) For the case where will is provided, following documents shall also be required:

(a) Legal heirship certificate issued by Competent Authority;

(b) No Objection Certificate from all legal heirs in favor of the claimant;

(c) Affidavit from witness about confirmation of will wherever alive or death certificate of such witness;

(d) Affidavit with regard to the will as last will and no matter is pending before any court with regard to such will;

(e) Surety affidavit by at least two sureties with their PAN Card.

Comment:-

(a) Amended provision:

Succession certificate or probate of will or will or letter of administration or court Decree, as may be applicable in terms of Indian Succession Act, 1925. (39 of 1925) or any other Decree or Order of any Court or Tribunal.

(b) Amendment in 2.3 is to bring it in line with the amendments made in 2.2 clause (a).

(c) Insertion of explanation after 2.3 is self-explanatory.

5. Substitution:

Schedule II under heading, “Documents to be submitted to the Authority to register transmission of securities”, under sub-heading “A. Documentary requirement for securities held in physical mode” in item 3, under the heading “Where the shares are held jointly with nomination”

(a) In sub-item 3.1, for the word, “nominee”, the word, “claimant” shall be substituted;

(b) For sub-item 3.2, the following shall be substituted, namely: –

“Copy of death certificate of security holder attested by claimant.”

(c) For sub-item 3.4, the following shall be substituted, namely: –

“The original share certificate is to be sent to the company and scanned copy to be attached with the form”

Comment:-

(a) Amendment in 3.1 is for the purpose of convenience and widening the scope.

(b) Amendment in 3.2 is to provide that the copy of death certificate shall be attested by the claimant.

(c) Amendment in 3.4 is to clarify that the original share certificate shall be sent to the company also scanned copy of the same shall be attached with the form.

6. Substitution, Insertion:

Schedule II under heading, “Documents to be submitted to the Authority to register transmission of securities”, under sub-heading “A. Documentary requirement for securities held in physical mode” in item 4, under the heading, “Where the shares are held jointly without nomination, the following documents in addition to the documents specified at paragraph 3 are required” 

(a) In sub-item 4.2, for clause (a), the following shall be substituted

“Succession certificate or probate of will or will or letter of administration or Decree, as may be applicable in terms of Indian Succession Act, 1925. (39 of 1925) or any other Decree or Order of any Court or Tribunal”.

(b) For sub-item, 4.3, the following shall be substituted, namely:

“For value of securities more than Rs. 5 lakhs per issuer company as on date of application: Succession certificate or probate of will or will or letter of administration or Decree, as may be applicable in terms of Indian Succession Act, 1925. (39 of 1925) or any other Decree or Order of any Court or Tribunal.”.

(c) After sub-item 4.3 and before sub-heading ‘B’, the following explanation shall be inserted, namely: –

“Explanation:

(1) The Company may enhance the limit of Rs. 5 lakhs per issuer company in accordance with SCHEDULE VII of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, after taking approval of its Board of Directors and provide copy of Board resolution to Authority at the time of verification of claim.

(2) For the case where will is provided, following documents shall also be required:

(a) Legal heirship certificate issued by Competent Authority;

(b) No Objection Certificate from all legal heirs in favor of the claimant;

(c) Affidavit from witness about confirmation of will wherever alive or death certificate of such witness;

(d) Affidavit with regard to the will as last will and no matter is pending before any court with regard to such will;

(e) Surety affidavit by at least two sureties with their PAN Card.

Comment:-

a. Amended provision:

Succession certificate or probate of will or will or letter of administration or court Decree, as may be applicable in terms of Indian Succession Act, 1925. (39 of 1925) or any other Decree or Order of any Court or Tribunal.

b. Amendment in 4.3 is to bring it in line with the amendments made in 4.2.

c. Insertion of explanation after 4.3 is self-explanatory.

7. Substitution:

 Schedule II under heading, “Documents to be submitted to the Authority to register transmission of securities”, under sub-heading “B. Documentary requirement for securities held in DEMAT mode” in item 1, under the heading, “Where the shares are held singly with nomination” 

(a) in sub-item 1.1, for the word, “nominee”, the word, “claimant” shall be substituted;

(b) for sub-item 1.2, the following shall be substituted, namely: –

“Copy of death certificate of security holder attested by claimant.”

(c) For sub-item 1.4, the following shall be substituted, namely: –

“Copy of transaction statement duly attested by Claimant”

Comment:-

(a) Amendment in 1.1 is for the purpose of convenience and widening the scope.

(b) Amendment in 1.2 is to provide that the copy of death certificate shall be attested by the claimant.

(c) Amendment in 1.4 is to provide that the copy of transaction statement shall be duly attested by Claimant. In the existing provisions, the requirement was to get it certified by Depository Participant.

8. Substitution, Insertion:

Schedule II under heading, “Documents to be submitted to the Authority to register transmission of securities”, under sub-heading “B. Documentary requirement for securities held in DEMAT mode” in item 2, under the heading, “Where the shares are held singly without nomination, the following documents in addition to the documents specified at paragraph 1 are required” 

(a) In sub-item 2.2, for clause (a), the following shall be substituted

“Succession certificate or probate of will or will or letter of administration or Decree, as may be applicable in terms of Indian Succession Act, 1925. (39 of 1925) or any other Decree or Order of any Court or Tribunal”.

(b) For sub-item, 2.3, the following shall be substituted, namely: –

“For value of securities more than Rs. 5 lakhs per issuer company as on date of application: Succession certificate or probate of will or will or letter of administration or Decree, as may be applicable in terms of Indian Succession Act, 1925. (39 of 1925) or any other Decree or Order of any Court or Tribunal.”.

(c) After sub-item 2.3 and before item 3, the following explanation shall be inserted, namely: –

“Explanation:

(1) The Company may enhance the limit of Rs. 5 lakhs per issuer company in accordance with SCHEDULE VII of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, after taking approval of its Board of Directors and provide copy of Board resolution to Authority at the time of verification of claim.

(2) For the case where will is provided, following documents shall also be required:

(a) Legal heirship certificate issued by Competent Authority;

(b) No Objection Certificate from all legal heirs in favor of the claimant;

(c) Affidavit from witness about confirmation of will wherever alive or death certificate of such witness;

(d) Affidavit with regard to the will as last will and no matter is pending before any court with regard to such will;

(e) Surety affidavit by at least two sureties with their PAN Card.

Comment:-

(a) Amended provision:

Succession certificate or probate of will or will or letter of administration or court Decree, as may be applicable in terms of Indian Succession Act, 1925. (39 of 1925) or any other Decree or Order of any Court or Tribunal.

(b) Amendment in 2.3 is to bring it in line with the amendments made in 2.2 clause (a).

(c) Insertion of explanation after 2.3 is self-explanatory.

9. Substitution:

Schedule II under heading, “Documents to be submitted to the Authority to register transmission of securities”, under sub-heading “B. Documentary requirement for securities held in DEMAT mode” in item 3, under the heading “Where the shares are held jointly with nomination”

(a) In sub-item 3.1, for the word, “nominee”, the word, “claimant” shall be substituted;

(b) For sub-item 3.2, the following shall be substituted, namely: –

“Copy of death certificate of security holder attested by claimant.”

(c) For sub-item 3.4, the following shall be substituted, namely: –

“Copy of transaction statement duly attested by Claimant”

Comment:-

(a) Amendment in 3.1 is for the purpose of convenience and widening the scope.

(b) Amendment in 3.2 is to provide that the copy of death certificate shall be attested by the claimant.

(c) Amendment in 3.4 is to provide that the copy of transaction statement shall be duly attested by Claimant. In the existing provisions, the requirement was to get it certified by Depository Participant.

10. Substitution, Insertion:

Schedule II under heading, “Documents to be submitted to the Authority to register transmission of securities”, under sub-heading “B. Documentary requirement for securities held in DEMAT mode” in item 4, under the heading, “Where the shares are held jointly without nomination, the following documents in addition to the documents specified at paragraph 3 are required” 

(a) In sub-item 4.2, for clause (a), the following shall be substituted

“Succession certificate or probate of will or will or letter of administration or Decree, as may be applicable in terms of Indian Succession Act, 1925. (39 of 1925) or any other Decree or Order of any Court or Tribunal”.

(b) For sub-item, 4.3, the following shall be substituted, namely: –

“For value of securities more than Rs. 5 lakhs per issuer company as on date of application: Succession certificate or probate of will or will or letter of administration or Decree, as may be applicable in terms of Indian Succession Act, 1925. (39 of 1925) or any other Decree or Order of any Court or Tribunal.”.

(c) After sub-item 4.3 and before Schedule III, the following explanation shall be inserted, namely: –

“Explanation:

(1) The Company may enhance the limit of Rs. 5 Lakhs per issuer company in accordance with SCHEDULE VII of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, after taking approval of its Board of Directors and provide copy of Board resolution to Authority at the time of verification of claim.

(2) For the case where will is provided, following documents shall also be required:

(a) Legal heirship certificate issued by Competent Authority;

(b) No Objection Certificate from all legal heirs in favor of the claimant;

(c) Affidavit from witness about confirmation of will wherever alive or death certificate of such witness;

(d) Affidavit with regard to the will as last will and no matter is pending before any court with regard to such will;

(e) Surety affidavit by at least two sureties with their PAN Card.

Comment:-

(a) Amended provision:

Succession certificate or probate of will or will or letter of administration or court Decree, as may be applicable in terms of Indian Succession Act, 1925. (39 of 1925) or any other Decree or Order of any Court or Tribunal.

(b) Amendment in 4.3 is to bring it in line with the amendments made in 4.2.

(c) Insertion of explanation after 4.3 is self-explanatory.

11. Substitution, Omission: Schedule III under the heading, “Documents to be submitted to the Authority in case of loss of securities held in physical mode”

(i) In item 1, for the word, “Notarized”, the word, “Self-attested”, shall be substituted;

(ii) In item 2, the words, “value equal to market value that of shares as on date of execution”, shall be omitted;

(iii) In item 4, for letters, figures and symbols, “Rs 10,000”, the letters, figures and symbols, “Rs 5,00,000” shall be substituted.

Comment:-

i. Now, in case of loss of securities held in physical mode, the shareholder can submit self-attested copy of FIR/ Police Compliant instead of a notarized copy.

ii. In the existing provisions, it was required to submit Surety Affidavit of value equal to market value that of shares as on date of execution but with the advent of this amendment, the Surety Affidavit needs not to be of the afore-mentioned value.

iii. Earlier, it was required to give an advertisement in at least one English language national daily newspaper having nationwide circulation and in one regional language daily newspaper published in the place of registered office of company, if the market value of the shares was greater than ₹10,000, which is now increased to ₹5 lakhs. This amendment is for the benefit of small shareholders.

12. Omission, Insertion:

Schedule IV, under the heading, “Procedure to be followed while disposing the claims”, in item 2

(i) Sub-item (iv) shall be omitted;

(ii) In sub-item (ix), the words, “verification of transaction statement of the unclaimed suspense account of the company. At any point of time, details of every investor whose shares have been transferred from unclaimed suspense account, may be called from depository.” shall be omitted. 

(iii) In sub-item (x), after letters, symbols, figures and words, “IEPF-1 or INV-1 or IEPF-1A” and before the symbol, “.”, the word, letters, symbol and figure, “or IEPF-7” shall be inserted.

Comment:-

i. Omitted provision:

Affidavit and other supporting documents for change or variations in address in various documents, share certificates, current address and address recorded in share certificate or Form No. IEPF – 4 or other places.

ii. Amended provision:

Matching of CML of unclaimed suspense account in case the transfer of shares has taken place from the unclaimed suspense account from the company. Verification of transaction statement of the unclaimed suspense account of the company. At any point of time, details of every investor whose shares have been transferred from unclaimed suspense account, may be called from depository.

iii. Amended provision:

The details of amount due to the claimant are to be verified from e form IEPF-1 or INV-1 or IEPF-1A or IEPF-7. In case of non- availability of the data in MCA system, proportionate deductions in the refund amount can be made

Link to the Circular:

IEPF Authority (Accounting, Audit, Transfer and Refund) Second Amendment Rules, 2021

2. MCA Circular on removing Disqualification of DIN – 10th November, 2021

Ministry of Corporate Affairs had flagged the DINs of Directors found to be disqualified under sub-section 2(a) of section 164 of the Companies Act, 2013 w.e.f. 1st November 2016 for a period of five years. MCA has issued a public Notice stating that DINs eligible to be de-flagged on expiry of the period of disqualification are in the process of verification. Necessary action shall be taken shortly.

Link to the Circular:

https://www.mca.gov.in/bin/dms/getdocument?mds=XFJgFhH%252BTbjDWd81KdDXbg%253D%253D&type=open

3. MCA invites comments from public on Cross-Border Insolvency under IBC 2016 – 24th November, 2021 

MCA, vide its notice has invited comments from public on Cross-Border Insolvency under Insolvency and Bankruptcy Code, 2016. ‘Cross-border insolvency’ denotes circumstances in which an insolvent debtor has assets and/or creditors in more than one country. With the rapid increase in globalisation and the advent of sophisticated communications technology, cross-border trade and investment has increased the dependence of national economies on each other. The impact of business failure in such a globalised market economy often spans beyond national boundaries. Consequently, insolvency laws need to account for domestic as well as cross-border scenarios.

Link to the Notice:

https://www.mca.gov.in/bin/dms/getdocument?mds=X%252FshyxlB8hOZrlZ%252BM8isSQ%253D%253D&type=open

II. SECURITIES AND EXCHANGE BOARD OF INDIA UPDATES:

A. SEBI CIRCULARS AND NOTIFICATION

1. SEBI Circular – Common and Simplified Norms for processing investor’s service request by RTAs and norms for furnishing PAN, KYC details and Nomination – 03rd November, 2021

SEBI has released a circular dated 03rd November, 2021 specifying the following norms, shall be applicable for:

    • Common and simplified norms for processing any service request from the holder, pertaining to the investor’s service request by RTAs and norms for furnishing PAN, KYC details and Nomination, by the RTAs.
    • Electronic interface for processing investor’s queries, complaints and service requests
    • Mandatory furnishing of PAN, KYC details and Nomination by holders of physical securities.
    • Freezing of folios without valid PAN, KYC details and Nomination.
    • Compulsory linking of PAN and Aadhaar by all holders of physical securities.

The said SEBI circular shall come into effect from 01st January, 2022 and its provisions shall supersede provisions of previous circulars of SEBI in this regard. As per the said Circular, Listed companies, RTAs and Stock Exchanges shall disseminate the requirement of the holders of physical securities of all listed companies to furnish valid PAN, KYC details and Nomination, on their respective websites. Listed companies shall also directly intimate its securities holders about folios which are incomplete viz. the requirement as per the SEBI Circular.

RTAs are required to provide a certificate of compliance from a practicing Company Secretary, within 45 days of this circular, certifying the changes carried out, systems put in place / new operating procedures implemented etc. to comply with the provisions of this circular.

Link to the Circular:

Norms for processing investor’s service request by RTAs & for furnishing PAN, KYC details & Nomination

2. SEBI (Listing Obligations And Disclosure Requirements) (Sixth Amendment) Regulations, 2021- 09th November, 2021 

The SEBI notified SEBI (Listing Obligations And Disclosure Requirements) (Sixth Amendment) Regulations, 2021 vide, its notification dated 9th November, 2021 to amend the existing Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. These regulations shall come into force w.e.f. 01st April, 2022 unless otherwise specified in the respective provision of the regulation.

Sr. No. Amendments
1. Substitution: Regulation 2(1)(zb) first proviso 

Provided that:

(a) any person or entity forming a part of the promoter or promoter group of the listed entity; or

(b) any person or any entity, holding equity shares:

(i) of twenty per cent or more; or

(ii) of ten per cent or more, with effect from April 1, 2023;

in the listed entity either directly or on a beneficial interest basis as provided under section 89 of the Companies Act, 2013, at any time, during the immediate preceding financial year;

shall be deemed to be a related party:

  Comment:-

In the existing provision it was provided that, any person or entity belonging to the promoter or promoter group of the listed entity and holding 20% or more of shareholding in the listed entity shall be deemed to be a related party.

However, vide this amendment, it is provided that, any person or entity forming a part of the promoter or promoter group or any person or any entity, holding equity shares of 20% or more (10% w.e.f. 1st April, 2023) shall be deemed to be a related party.

Here, it is pertinent to understand that in the existing provision, for the purpose of becoming a deemed related party, there were 2 conditions to be fulfilled, on the contrary, in the amended provision even if either of the 2 conditions is getting fulfilled, that person or entity shall be deemed to be a related party.

Further, holding of equity shares in the listed entity may either be direct or on a beneficial interest basis at any time, during the immediate preceding financial year.

2. Substitution: Regulation 2(1)(s)

“Related Party Transaction” means a transaction involving a transfer of resources, services or obligations between:

(i) A listed entity or any of its subsidiaries on one hand and a related party of the listed entity or any of its subsidiaries on the other hand; or

(ii) A listed entity or any of its subsidiaries on one hand and any other person or entity on the other hand, the purpose and effect of which is to benefit a related party of the listed entity or any of its subsidiaries, with effect from 1st April, 2023;

regardless of whether a price is charged and a “transaction” with a related party shall be construed to include a single transaction or a group of transactions in a contract:

Provided that the following shall not be a related party transaction:

(a) The issue of specified securities on a preferential basis, subject to compliance of the requirements under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

(b) The following corporate actions by the listed entity which are uniformly applicable/offered to all shareholders in proportion to their shareholding:

i. Payment of dividend;

ii. Subdivision or consolidation of securities;

iii. Issuance of securities by way of a rights issue or a bonus issue; and

iv. Buy-back of securities.

(c) Acceptance of fixed deposits by banks/Non-Banking Finance Companies at the terms uniformly applicable/offered to all shareholders/public, subject to disclosure of the same along with the disclosure of related party transactions every six months to the stock exchange(s), in the format as specified by the Board:

Provided further that this definition shall not be applicable for the units issued by mutual funds which are listed on a recognized stock exchange(s);

Comment:-

This is a important change in the definition of related party transaction. The existing definition says,

“Related Party Transaction” means a transfer of resources, services or obligations between a listed entity and a related party, regardless of whether a price is charged and a “transaction” with a related party shall be construed to include a single transaction or a group of transactions in a contract:

Provided that this definition shall not be applicable for the units issued by mutual funds which are listed on a recognised stock exchange(s);

Vide this amendment, the ambit of related party transactions has increased manifold. Even the list of transactions which shall not be considered as a related party transaction has been widened.

3. Substitution:

Regulation 23(1) Explanation 

Provided that a transaction with a related party shall be considered material, if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds rupees one thousand crore or ten per cent of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity, whichever is lower.

  Comment:-

In the existing provisions, it was provided that, a transaction with a related party shall be considered material if it exceeds 10% of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity.

Vide this amendment, it is provided that, a transaction with a related party shall be considered material if it exceeds ₹1000 crore or 10% of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity, whichever is lower.

This has indeed widened the scope of material related party transactions.

4. Insertion, Substitution:

Regulation 23(2) 

After the words “party transactions” the words “and subsequent material modifications” shall be inserted and the words and symbol “audit committee.” shall be substituted with the words and symbol “audit committee of the listed entity:”

  Comment:-

It is clarified that even the subsequent material modifications in a related party transaction shall require prior approval of the audit committee of the listed entity.

5. Insertion:

After Regulation 23(2) first proviso 

Provided further that:

(a) The audit committee of a listed entity shall define “material modifications” and disclose it as part of the policy on materiality of related party transactions and on dealing with related party transactions;

(b) A related party transaction to which the subsidiary of a listed entity is a party but the listed entity is not a party, shall require prior approval of the audit committee of the listed entity if the value of such transaction whether entered into individually or taken together with previous transactions during a financial year exceeds ten per cent of the annual consolidated turnover, as per the last audited financial statements of the listed entity;

(c) With effect from 1st April, 2023, a related party transaction to which the subsidiary of a listed entity is a party but the listed entity is not a party, shall require prior approval of the audit committee of the listed entity if the value of such transaction whether entered into individually or taken together with previous transactions during a financial year, exceeds ten per cent of the annual standalone turnover, as per the last audited financial statements of the subsidiary;

(d) Prior approval of the audit committee of the listed entity shall not be required for a related party transaction to which the listed subsidiary is a party but the listed entity is not a party, if regulation 23 and sub-regulation (2) of regulation 15 of these regulations are applicable to such listed subsidiary.

Explanation: For related party transactions of unlisted subsidiaries of a listed subsidiary as referred to in (d) above, the prior approval of the audit committee of the listed subsidiary shall suffice.

6. Insertion: Regulation 23(4) 

After the words “related party transactions” the words and symbol “and subsequent material modifications as defined by the audit committee under sub-regulation (2),” shall be inserted and after the words “shall require” the word “prior” shall be inserted.

Comment:-

This amendment is to bring in line the provisions of sub-rule (4) with amendments in sub-rule (2). Further, it is also clarified that prior approval of shareholders shall be required for material related party transactions.

7. Insertion: before existing proviso to Regulation 23(4) 

Provided that prior approval of the shareholders of a listed entity shall not be required for a related party transaction to which the listed subsidiary is a party but the listed entity is not a party, if regulation 23 and sub-regulation (2) of regulation 15 of these regulations are applicable to such listed subsidiary.

Explanation: For related party transactions of unlisted subsidiaries of a listed subsidiary as referred above, the prior approval of the shareholders of the listed subsidiary shall suffice.

8. Insertion: Regulation 23(4) existing proviso 

The word “further” shall be inserted after the word “Provided”.

9. Insertion: Regulation 23(5)(c)

Transactions entered into between two wholly-owned subsidiaries of the listed holding company, whose accounts are consolidated with such holding company and placed before the shareholders at the general meeting for approval.

10. Omission: Regulation 23(7)
Comment:-

For the purpose of this regulation, all entities falling under the definition of related parties shall not vote to approve the relevant transaction irrespective of whether the entity is a party to the particular transaction or not.

11. Substitution: Regulation 23(9)

The listed entity shall submit to the stock exchanges disclosures of related party transactions in the format as specified by the Board from time to time, and publish the same on its website:

Provided that a ‘high value debt listed entity’ shall submit such disclosures along with its standalone financial results for the half year:

Provided further that the listed entity shall make such disclosures every six months within fifteen days from the date of publication of its standalone and consolidated financial results:

Provided further that the listed entity shall make such disclosures every six months on the date of publication of its standalone and consolidated financial results with effect from April 1, 2023.

Comment:-

Existing provision

The listed entity shall submit within 30 days from the date of publication of its standalone and consolidated financial results for the half year, disclosures of related party transactions on a consolidated basis, in the format specified in the relevant accounting standards for annual results to the stock exchanges and publish the same on its website.

Provided that a ‘high value debt listed entity’ shall submit such disclosures along with its standalone financial results for the half year.

12. Omission: Schedule II Part C Para B point 2
  Comment:-

Schedule II Part C Para B talks about the mandatory review of information by the Audit Committee.

Point 2: Statement of significant related party transactions (as defined by the audit committee), submitted by management.

13. Insertion: Schedule V Para A point 1

After the words “listed entity” the words and symbol, “which has listed its non-convertible securities” shall be inserted.

  Comment:-

Amended provision

The listed entity which has listed its non-convertible securities shall make disclosures in compliance with the Accounting Standard on “Related Party Disclosures”.

14. Substitution: Schedule V Para A point 3

The above disclosures shall not be applicable to listed banks.

15. Insertion: Schedule V Para C point 10 clause (m)

Disclosure by listed entity and its subsidiaries of ‘Loans and advances in the nature of loans to firms/companies in which directors are interested by name and amount’:

Provided that this requirement shall be applicable to all listed entities except for listed banks.

  Comment:-

Schedule V Para C talks about disclosures in Corporate Governance Report and point 10 of the same covers other disclosures.

Link to the Regulation:

SEBI (Listing Obligations And Disclosure Requirements) (Sixth Amendment) Regulations, 2021

3. SEBI Master Circular on Framework of Schemes of Arrangement by listed entities – 16th November, 2021

SEBI vide its Master Circular dated 22nd December, 2020 had laid down the framework for Schemes of Arrangement by listed entities. SEBI has now by its Circular dated 16th November 2021, has issued clarifications on the processing of draft schemes filed with the stock exchanges, and made certain amendments to the aforesaid Circular dated 22nd December, 2020, as provided in the Annexure to the SEBI Circular as mentioned below.

These amendments are aimed at ensuring that the recognized stock exchanges refer draft schemes to SEBI only upon being fully convinced that the listed entity is in compliance with SEBI Act, Rules, Regulations and circulars issued thereunder.

This Circular shall be applicable for all the schemes filed with the stock exchanges from the date of the Circular.

Amendment to the Clause of the SEBI Circular dated 22nd December, 2020 Analysis Action Point:-
Amendment to Part I Para A 2(b)

Valuation Report as per Para (4) below; accompanied with an undertaking from the listed entity stating that no material event impacting the valuation has occurred during the intervening period of filing the scheme documents with Stock Exchange and period under consideration for valuation.

In terms of the SOPs issued by BSE and NSE on 2nd November 2021, the period under consideration for valuations, other than Income Approach, should not be older than 3 months. The board shall consider the scheme of arrangement within 7 working days of the issuance of valuation report.

Besides, listed companies seeking approval under Regulation 37 were also required to submit to the Stock Exchanges, all documents within 15 working days of board meeting approving the draft scheme of arrangement. In case the application is not submitted within 15 working days, the company shall take fresh approval from its board considering fresh financials, valuation report, etc.

SEBI has now specified that listed companies will need to submit along with Valuation Report an undertaking stating that no material event impacting the valuation has occurred during the intervening period of filing the scheme documents with Stock Exchange and period under consideration for valuation.

This would mean that there is little time spent between approval of the valuation report and submission of the Scheme to the Stock Exchanges.

All listed companies seeking approval under Regulation 37 from BSE and NSE, on or after 16th November 2021, shall submit an undertaking stating that “no material event impacting the valuation has occurred during the intervening period of filing the scheme documents with Stock Exchange and period under consideration for valuation.”
Insertion of Part I Para A 2(j)

Declaration from the listed entity on any past defaults of listed debt obligations of the entities forming part of the scheme.

Listed Companies will need to expressly state and declare whether there were any past default on debt obligations (listed) which were forming part of the Scheme. Listed companies to provide the said declaration.
Insertion of Part I Para A 2(k)

No Objection Certificate (NOC) from the lending scheduled commercial banks/financial institutions.

 

Prior to the amendment, NOCs from lenders were governed by the contractual lending obligations and such objection were entirely outside the evaluation of approvals granted by SEBI under Regulation 37. Such objection if raised would be at the stage of hearing of the petition with the NCLT or at the creditors meeting convened by NCLT.

No Objection certificate will now need to be submitted from the lending scheduled commercial banks/financial institutions at the time of the seeking approval under Regulation 37.

Listed companies to provide the said declaration, irrespective of the type of lending – secured or unsecured from lending scheduled commercial banks/financial institutions

Listed companies to provide the said declaration, irrespective of the type of lending – secured or unsecured from lending scheduled commercial banks/financial institutions.
Insertion of Part I, Para D

1. The fractional entitlements, if any, shall be aggregated and held by the trust, nominated by the Board in that behalf, who shall sell such shares in the market at such price, within a period of 90 days from the date of allotment of shares, as per the draft scheme submitted to SEBI.

2. The listed company shall submit to the designated stock exchange a report from its Audit Committee and the Independent Directors certifying that the listed entity has compensated the eligible shareholders. Both the reports shall be submitted within 7 days of compensating the shareholders.

3. The Exchange shall ensure compliance of the above and non-compliance, if any, shall be submitted to SEBI on a quarterly basis.

4. Any misstatement or furnishing of false information with regard to the said information shall make the listed entity liable for punitive action as per the provisions of applicable laws and regulations.

In case of schemes involving issue of shares of listed companies, where issue results into fractional entitlements (FEs), such FEs shall be aggregated and held by the trust, nominated by the Board in that behalf, who shall sell such shares in the market at such price, within a period of 90 days from the date of allotment of shares, as per the draft scheme submitted to SEBI.

Further, such listed companies will need to submit to the designated stock exchange, a report from:

  • Audit Committee
  • Independent Directors

certifying that the listed entity has compensated the eligible shareholders. Both the reports shall be submitted within 7 days of compensating the shareholders.

A report on the Non-compliance by listed companies will be thereafter submitted to SEBI by the designated Stock Exchange.

Companies give false statement or information will be liable to the punitive action.

 

Listed companies will need to evaluate if the Scheme of Arrangement involves allotment of shares resulting in fractional entitlements.

In such case, listed companies will need to seek an approval from their Board to establish a trust for sale of such shares aggregated through fractional entitlements within a period of 90 days from the allotment of shares, as per the draft scheme submitted to SEBI.

Further, such listed companies will need to submit to the designated stock exchange, a report from:

  • Audit Committee
  • Independent Directors

certifying that the listed entity has compensated the eligible shareholders. Both the reports shall be submitted within 7 days of compensating the shareholders.

Link to the Circular:

SEBI further clarifies on processing of draft schemes filed with stock exchanges

3(i) Addendum to SEBI Circular dated 16th November, 2021 relating to Schemes of Arrangement by Listed Entities – 18th November, 2021

SEBI, vide its Circular dated 18th November, 2021 (effective date also 18th November, 2021) has mandated Listed Companies to get NOCs from Debenture Trustees in addition to NOCs from the lending scheduled commercial banks/financial institutions, while submitting the Scheme of arrangement to Stock Exchanges for approval.

Link to the Circular:

SEBI amends circular related to Schemes of Arrangement by Listed Entities

3(ii) Master Circular on (i) Scheme of Arrangement by Listed Entities and (ii) Relaxation under Sub[1]rule (7) of rule 19 of the Securities Contracts (Regulation) Rules, 1957 – 23rd November, 2021

SEBI had issued a Master Circular dated 22nd December, 2020 governing the Scheme of Arrangement by listed entities and thereafter issued few amendments to such Circular in 2021. SEBI has now revised its Master Circular with another Master circular dated 23rd November, 2021 aggregating all its various circulars pertaining to Scheme of Arrangements involving listed company.

Link to the Circular:

SEBI Master Circular on Scheme of Arrangement by Listed Entities

4. SEBI FAQs on SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 – 16th November, 2021

SEBI has issued FAQs on SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. Following are  key takeaways:-

a) Contractual employees are also eligible to receive benefits of ESOP schemes provided they are designated as employees by their employers and are exclusively working with such company or its group company including subsidiary or its associate company or its holding company;

b) Employees of joint ventures are also eligible to receive benefits under share based employee benefits;

c) An existing ESOP scheme(s) may be amended to include the new class of employees of group / associate companies;

d) A separate resolution is required for each employee name wise for grant of options etc to identified employees, during any 1 year, equal to or exceeding 1% of issued capital;

e) In case employees suffer mental incapacity, his/her nominee can exercise stock options on such employees’ behalf or the options shall be vested with the Nominee;

f) All grants etc would continue to vest in accordance with the respective vesting schedules even after the cessation of directorship of a Director due to his retirement;

g) If an ESPS scheme is implemented through Trust route, the lock-in requirement is applicable at the level of employee and not at the level of Trust. Lock-in shall be applicable from the day the shares are received by the employees;

Corporate Laws Updates- November 2021

h) Any employee welfare scheme holding / dealing in shares of the company or the shares of its listed holding company is covered under the scope of SBEB Regulations;

i) Shares held by the trust shall be taken into account for the determination of percentage of voting rights under the SAST Regulations;

j) Beneficiaries of sweat equity shares shall be liable to make an open offer if the acquisition exceeds the threshold limits under Takeover Regulations;

k) The provisions of these regulations shall be applicable to Restricted Stock Units also;

l) Phantom Stock Options would not be covered under these Regulations.

Link to the FAQs:

https://www.sebi.gov.in/sebi_data/faqfiles/nov-2021/1637066501879.pdf

5. SEBI comes out with investor charter – 17th November, 2021

SEBI, vide its notice on 16th November, 2021 came out with investor charter for investors in securities market which aims at protecting investors’ interest. The charter includes rights and responsibilities of investors and dos and don’ts of investing in securities market, as per a public notice.

The vision of the investor charter is “to protect the interests of investors by enabling them to understand the risks involved and invest in a fair, transparent, secure market, and to get services in a timely and efficient manner.

The rights include getting fair and equitable treatment, expecting redressal of investor grievances filed in SCORES in a time bound manner.

Link to the Notice:

Investor Charter for Investors in Securities Market

6. SEBI Circular – Disclosure obligations of listed entities in relation to Related Party Transactions – 22nd November, 2021

The SEBI vide its Notification dated 09th November, 2021, issued SEBI (LODR) (Sixth Amendment) Regulations, 2021 to amend various provisions of the existing LODR with respect to related party transactions (RPTs). One of such amendment relates to Regulation 23(9) which talks about disclosure of RPTs.

In this regard, vide circular dated 22nd November, 2021, the SEBI has prescribed the information to be placed before the audit committee and the shareholders for consideration of RPTs. This Circular shall come into force w.e.f. 1st April, 2022.

Information to be reviewed by the Audit Committee for approval of RPTs
The listed entity shall provide the following information, for review of the audit committee for approval of a proposed RPT:

a. Type, material terms and particulars of the proposed transaction;

b. Name of the related party and its relationship with the listed entity or its subsidiary, including nature of its concern or interest (financial or otherwise);

c. Tenure of the proposed transaction (particular tenure shall be specified);

d. Value of the proposed transaction;

e. The percentage of the listed entity’s annual consolidated turnover, for the immediately preceding financial year, that is represented by the value of the proposed transaction (and for a RPT involving a subsidiary, such percentage

f. calculated on the basis of the subsidiary’s annual turnover on a standalone basis shall be additionally provided);

g. If the transaction relates to any loans, inter-corporate deposits, advances or investments made or given by the listed entity or its subsidiary:

i) details of the source of funds in connection with the proposed transaction;

ii) Where any financial indebtedness is incurred to make or give loans, inter-corporate deposits, advances or investments,

  • Nature of indebtedness;
  • Cost of funds; and
  • Tenure;

iii) Applicable terms, including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security; and

iv) The purpose for which the funds will be utilized by the ultimate beneficiary of such funds pursuant to the RPT.

h. Justification as to why the RPT is in the interest of the listed entity;

i. A copy of the valuation or other external party report, if any such report has been relied upon;

j. Percentage of the counter-party’s annual consolidated turnover that is represented by the value of the proposed RPT on a voluntary basis;

k. Any other information that may be relevant.

The audit committee shall also review the status of long-term (more than one year) or recurring RPTs on an annual basis.
Information to be provided to shareholders for consideration of RPTs
The notice being sent to the shareholders seeking approval for any proposed RPT shall, in addition to the requirements under the Companies Act, 2013, include the following information as a part of the explanatory statement:

a. A summary of the information provided by the management of the listed entity to the audit committee as specified in point 4 above;

b. Justification for why the proposed transaction is in the interest of the listed entity;

c. Where the transaction relates to any loans, inter-corporate deposits, advances or investments made or given by the listed entity or its subsidiary, the details specified under point 4(f) above; (The requirement of disclosing source of funds and cost of funds shall not be applicable to listed banks/NBFCs.)

d. A statement that the valuation or other external report, if any, relied upon by the listed entity in relation to the proposed transaction will be made available through the registered email address of the shareholders;

e. Percentage of the counter-party’s annual consolidated turnover that is represented by the value of the proposed RPT, on a voluntary basis;

f. Any other information that may be relevant.

Link to the Circular:

Disclosure obligations of listed entities in relation to Related Party Transactions

7. SEBI Circular- Non-compliance with certain provisions of SEBI ICDR Regulations – 23rd November, 2021

SEBI had issued a Circular dated 19th August, 2019, specifying the fines to be imposed by the Stock Exchanges for non-compliance with certain provisions of SEBI (ICDR) Regulations, 2018. In partial modification of the aforesaid Circular, SEBI has now added the following para:

“9A. The Stock Exchanges may deviate from the provisions of the circular, wherever the interest of the investors are not adversely affected, if found necessary, only after recording reasons in writing.”

Link to the Circular:

Non-compliance with certain provisions of SEBI ICDR Regulations

8. SEBI issues Consultation Paper on Review of provisions related to Preferential Issues Guidelines under ICDR Regulations- 26th November, 2021

SEBI issues Consultation Paper on Review of provisions related to Preferential Issues Guidelines under Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (ICDR Regulations) for Comments on 26th November, 2021.

Key recommendations proposed by Primary Market Advisory Committee (PMAC) of SEBI related to Preferential Issues Guidelines under ICDR :-
> Issue Price shall be average of weekly high and low of 60 trading days (from 26 weeks) or 10 trading days (from 2 weeks).

> Valuation Report will be mandatory where allotment results in change in control or allotment of more than 5% of post issue fully diluted share capital to any allottee.

> Provisions of AoA shall also be considered for pricing in addition to pricing guidelines under ICDR Regulations.

> Any Preferential Issue allotment resulting in change in control may be done only pursuant to a reasoned recommendation from a committee of independent directors.

> Lock-in to promoters/ promoter group to be reduced from 3 years to 18 months and for persons other than promoter/ promoter group, lock-in to reduce from 1 year to 6 months.

> Pledge of Specified securities allotted to promoter/ promoter group entities under preferential issue and which are under lock-in period, to be permitted if the pledge of such specified securities is one of the terms of sanction of the loan.

> Guidelines to be applicable where allotment is made pursuant to exercise of an option attached to the debentures issued or to the loan raised by the company to convert such debentures or loans into shares in the company.

> Reduce the condition of ineligibility period for a person who has sold or transferred equity shares from six months preceding the relevant date to 60 trading days preceding the relevant date.

> Only swap of shares backed by a valuation report may be considered as other than cash.

> Valuation report shall be hosted on the company’s website and a reference to be made in notice of General meeting.

> Apply to the stock exchanges for in-principal approval on the same day of dispatch of notice to shareholders.

Link to the Circular:

Review of provisions related to Preferential Issues Guidelines

9. SEBI asks RTAs to publish investor charter, disclose complaint data on websites – 26th November, 2021

SEBI, vide its Circular on 26th November, 2021 directed registrar and share transfer agents (RTAs) to disclose investors charter as well as data pertaining to complaints received against them on their websites.

> In order to facilitate investor awareness about various activities where an investor has to deal with RTAs for availing investor service requests, SEBI has developed an investor charter for RTAs.

> In the investor charter, the capital markets regulator has given details about the services provided to investors, rights of investors, various activities of RTAs with timelines, dos and don’ts for investors and grievance redressal mechanism.

> In this regard, SEBI has asked RTAs to take necessary steps to bring the investor charter to the notice of existing and new shareholders by way of disseminating the charter on their websites as well as displaying the charter at prominent places in offices, according to a circular.

> The Registrar Association of India (RAIN) will also disseminate the investor charter on its website.

> SEBI has decided that RTAs will disclose on their respective websites, the data on complaints received against them or against issues dealt by them and redressal thereof in a move to bring transparency in the investor grievance redressal mechanism. This needs to be disclosed latest by 7th of succeeding month.

> In addition, the regulator has also prescribed a format for disclosing data of complaints on their websites.

> Under the disclosure, RTAs will have to disclose about complaints received during the month, those carried forward from previous month, complaints pending for more than three months, complaints resolved and average time taken in resolution of a complaint, among others.   The provision of the circular will come into effect from January 1, 2022.

Link to the Circular:

SEBI Investor Charter – Registrars to an Issue & Share Transfer Agents

B. ORDERS/CASE LAWS/PRONOUNCEMENT

1. SEBI levies fine on two employees of Titan Company for disclosure lapses – 08th November, 2021

SEBI on levied monetary fines on two employees of Titan Company Ltd for violating insider trading norms. The two employees on whom fine of Rs 1 lakh each is levied are Dheeraj Kumar and G Manigandan.

A probe was initiated by the regulator after Titan intimated it about contravention of Prohibition of Insider Trading (PIT) regulations and the company’s code of conduct for prevention of insider trading by some of its designated persons/employees. Dheeraj Kumar and G Manigandan had transacted in securities of Titan while in employment of the company but failed to make requisite disclosures, Sebi noted in two separate orders.

They traded in the scrip of Titan with total value of transactions in excess of Rs 10 lakh in a Calendar quarter.

Disclosure requirements were triggered because of traded value in excess of Rs 10 lakh, in a Calendar quarter, as specified in the PIT Regulations. Being employees of the company, they were required to make disclosures to Titan for each of the transactions within 2 working days. However, they failed to do so. They violated the regulation on two occasions, SEBI said.

Link to the Order:

https://www.business-standard.com/article/markets/sebi-levies-fine-on-two-employees-of-titan-company-for-disclosure-lapses-121110801630_1.html

2. SAT asks Sahara group firm, ex-directors to deposit Rs 2,000 Cr with SEBI – 18th November, 2021

The Securities Appellate Tribunal (SAT) asked Sahara group firm Sahara India Commercial Corporation Ltd (“SICCL”) and its then directors including Subrata Roy to deposit Rs 2,000 crore with SEBI within four weeks. The fund will be kept by market regulator SEBI in an escrow account. Following the deposit of the amount, the attachment order against the company and its directors would be lifted, SAT said in an order.

The present appeal has been filed against a SEBI order passed in October 2018, whereby Sahara India Commercial Corporation Ltd (SICCL) and its then directors were asked to refund Rs 14,000 crore collected by the company through issuance of Optionally Fully Convertible Debentures (OFCDs) along with 15 per cent annual interest.

The funds were raised without complying with the regulatory norms.

The order had also barred SICCL as well as its then directors and associated entities from the markets and from associating with any public entity.

The case relates to collection of funds between 1998 and 2009 from nearly 2 crore investors through issuance of certain bonds.

In April 2021, SEBI’s recovery officer issued a notice of demand directing the appellants (the company and its then directors) to deposit a sum of Rs 14,106 crore within 15 days failing which recovery would be made.

Link to the Order:

http://sat.gov.in/english/pdf/E2021_JO2019250_57.PDF

III. OTHER UPDATES

1. BSE has issued a Notice mentioning salient features of SEBI NCS Regulations, 2021 – 02nd November, 2021

BSE has issued a Notice mentioning salient features of SEBI NCS Regulations, 2021 which were effective from August 9, 2021. These salient features comes with certain clarifications from BSE on the applicability of the aforesaid regulations to the types of the issuance.

For example: Regulation 8 mentions that ‘The issuer shall appoint a debenture trustee in case of an issue of debt securities.’ BSE has clarified that Appointment of Debenture Trustee (DT) has been made mandatory for issuance of debt securities whether secured and unsecured debt securities.

Link to the Notice:

https://www.bseindia.com/markets/MarketInfo/DispNewNoticesCirculars.aspx?page=20211102-8

2. BSE Circular – Payment of Fees to SEBI for specific matters – 23rd November, 2021

BSE has issued a circular with respect to communication received by it from SEBI mentioning that for specific applications mentioned below, the SEBI Intermediary Portal is not supportive.

– ICDR Exemption

– Scheme of Arrangement Fee

– Informal Guidance Fee

– LODR exemption

– Exemption under Delisting Regulations, SBEB Regulations, Takeover Regulations

– Non applicability of Takeover Regulations

– Miscellaneous

For such specific applications, Merchant Bankers, Companies and other market intermediaries are hereby advised to make payment of fees as per the Bank detail provided in the attached file.

Link to the Circular:

https://www.bseindia.com/markets/MarketInfo/DispNewNoticesCirculars.aspx?page=20211123-38

IV. NEWS

1. Amazon asks SEBI, govt to withdraw $3.4-bn Future-RIL deal approval – 07th November, 2021

US e-commerce giant Amazon has written to Ajay Tyagi, chairman of market regulator Securities and Exchange Board of India (SEBI) and Manmohan Juneja, director general of Corporate Affairs, Ministry of Corporate Affairs, to withdraw any permission and consents granted to Future Retail Limited (FRL) related to the $3.4-billion merger deal between Future Group and Reliance. The letter has also been sent to other top officials at stock exchanges such as BSE Limited and the National Stock Exchange of India Limited (NSE).

Amazon has requested SEBI, Ministry of Corporate Affairs and other such organisations to take note of the Order on Vacation Application and the Order on Ad-Interim Relief read with Partial Award on Jurisdiction as passed by the Arbitral Tribunal, and accordingly withdraw any permissions and consents granted to FRL.

It has requested SEBI to compel FRL to comply with the dispositive directions contained in the Order on Vacation Application and the Order on Ad-Interim Relief read with the Partial Award on Jurisdiction which uphold, reaffirm and continue the Emergency Award (EA). This has to be done by inter alia withdrawing the notices for conveying the meeting of shareholders and creditors of FRL, and intimating such shareholders and creditors of the cancellation of such meetings.

Link to the News:

https://www.business-standard.com/article/companies/amazon-asks-sebi-govt-to-withdraw-3-4-bn-future-ril-deal-approval-121110701040_1.html

Released under the guidance of Ms. Brijbala Batwal, FCS

Prepared by Shailee Parikh, Ruchika Shah and Ashwini Mhatre. (Company Secretaries)

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