CS Akansha Rathi

Dear Professionals,

Our December 2020 edition on the recent amendments/ news in the field of Corporate Laws and allied laws is below.

SEBI’s newly proposed norms for listing on Innovators Growth Platform (IGP) may lead to boost in funding in startups from Institutional Investors. MCA has notified certain sections of the Companies Amendment Act on 21st December, 2020. Relaxation with respect to upfront public shareholding was provided to listed companies emerging from Insolvency resolution process. As per IBBI data, 60% of Insolvency proceedings led to liquidation in September quarter, more than double compared to the previous quarter figures.

The government has notified regulations for setting up the bullion exchange in Gift City IFSC and all major stock exchanges plan to set up India’s first spot bullion exchange at Gift City.

Importance of Conflict of interest was highlighted further when National Financial Regulatory Authority (NFRA) ruled that appointment of Deloitte Haskins and Sells LLP as auditors to IL&FS Fin Services was illegal due to direct or indirect business relationships with the Company.

Company Law 

1. Companies (Compromises, Arrangements and Amalgamations) Second Amendment Rules, 2020

2. Commencement of section Sections of the Companies Amendment Act 2020

3. Relaxation in online proficiency self assessment test for Independent Directors

4. CARO Report applicability deferred

5. Extension of reservation of name in certain cases

6. Companies (Share Capital and Debentures) Amendment Rules

7. Extension of relaxation for holding Board meeting via VC for restricted matters

8. Extension of deadline for companies conducting EGMs through VC

Securities Law 

1. Circular on scheme of arrangement by Listed Entities

  • Compilation of relevant and updated circulars issued by SEBI which deal with schemes of arrangement.
  • Mentions the requirements to be fulfilled by Listed Entities desirous of undertaking scheme of arrangement
  • Fees to be paid to SEBI at 0.1% of the paid-up share capital of the listed/ transferee / resulting company, whichever is higher, post sanction of the proposed scheme, maximum of 5,00,000
  • Not applicable for merger of a wholly owned subsidiary or its division with the parent company
  • https://taxguru.in/sebi/sebi-amends-schemes-arrangement-listed-entities.html

2. E-voting facilities provided by Listed companies

  • To increase participation by the public non-institutional shareholders in shareholders resolution of listed companies, endment to certain FDI initiatives Rules announced for implementation in two phases
  • First phase includes evoting by single login credentials and direct registration with depositories and E voting service provider
  • Second phase includes two-factor authentication such as Email or Mobile based OTP.
  • https://taxguru.in/sebi/e-voting-facility-listed-entities.html

3. Introduction of Unified Payment Interface (UPI) Mechanism

Insolvency Law 

1. Suspension of IBC

2. Retention of records relating to CIRP

Due Dates under Various Laws

SEBI Listing Obligations and Disclosure Requirements (LODR)

  • Corporate Governance Report- 14th January 2021
  • Shareholding Pattern- 20th January 2021
  • Statement of grievance redressal mechanism- 20th January 2021
  • Reconciliation of share capital Audit report- 29th January 2021

Disclaimer

This Article is a compilation of updates prepared and circulated from the academic point of view only and are not intended to constitute professional advice on any matter. The views and opinions expressed in this newsletter are those of the author of this document and are based on the internal research done by the Author

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