COMPANIES ACT, 2013 – UPDATES
Extension for filing of NFRA – 2:
The Circular dated 6th July 2020 extends the time limit for filing of Annual return in form NFRA-2 for the reporting period FY 2018-2019 by 270 days from the date of deployment of the form on the website of NFRA.
Form deployed for filing of PAS-6:
Every Unlisted Public company including a deemed public company shall submit a Reconciliation of Share Capital Audit Report in e-Form PAS-6 within 60 days from the conclusion of each half year. Being the first reporting, for the half-year ending on 30th September 2019, the said form shall be filed within 60 days from the date of deployment of the form which falls on 12th September 2020.
Amendments in IND-AS:
The amendment dated 24th July 2020 on Indian Accounting Standards is primarily for clearing the ambiguities that were present in the erstwhile standards.
FEMA – UPDATES
Amendment in Non-Debt Instrument Rules:
The Central Government, vide its notification dated 27 July 2020 has amended the Non- Debt Instrument Rules (NDI Rule). The amendment rule has given administrative power to the Reserve Bank of India (RBI) in the matter relating to foreign investment in India.
New Rule 2A has been inserted pursuant to which RBI is given the power to administer the NDI Rule and issue circulars, clarifications/directions for implementation of these Rules. Further, the requirement of consulting the Central Government to approve investments in India by a person resident outside India which is not specifically permitted under FEMA has been done away with. The RBI has been given the power to approve such investments.
The government has notified changes in FDI norms in the Civil Aviation Sector:
Pursuant to the Press Note 2 dated 19 March 2020, issued by DPIIT, Ministry of Commerce and Industry, the Government has issued NDI Amendment Rule to bring the NDI Rule in line with Press Note 2. Few key points are as under-
- Foreign investment in Air India by non-resident Indians is permitted up to 100% under the automatic route, provided that substantial ownership and effective control of Air India continues to be vested with Indian nationals.
- Air Operator Certificate can now be granted to body corporate as well. Earlier only company could be grated the Certificate.
SEBI- LODR UPDATES
Extension of time for submission of financial results for the quarter/half-year/ financial year ended 30th June 2020
SEBI vide circular dated 29 July 2020, has extended the timeline for submission of financial results under regulation 33 of the LODR Regulations, for the quarter/half-year/financial year ended 30 June 2020, till 15 September 2020.
Clarification on applicability of regulation 40(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to open offers, buybacks and delisting of securities of listed entities
Vide Circular dated 31 July 2020, SEBI has clarified that shareholders holding securities in physical form are allowed to tender shares in open offers, buy-backs through the tender offer route, and exit offers in case of voluntary or compulsory delisting. The restriction under regulation 40(1) is on the transfer of securities held in physical form and shall not apply to shares tendered in the open offer, buyback, or in case of voluntary or compulsory delisting.
Relaxation for use of the digital signature certificate for authentication/ certification of filings/ submissions made to the stock exchange.
SEBI had permitted the use of a digital signature certificate for authentication/ certification of filings/ submissions made to stock exchange under SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 till 30 June 2020.
Vide Circular dated 31 July 2020, the relaxation has been extended till 31 December 2020. This will be applicable for filings/ submissions made from 1 July 2020.
SEBI- SAST UPDATES
Relaxations relating to procedural matters –Takeovers and Buy-back
SEBI vide Circular dated 27 July 2020, has further extended the relaxations from strict enforcement of certain regulations of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and SEBI (Buy-back of Securities) Regulations, 2018 pertaining to open offers and buy-back through tender offers. Earlier vide Circular dated 14 May 2020, the relaxation was provided for offers opening up to 31 July 2020. The same has been extended to offers opening up to 31 December 2020.
SEBI- PIT UPDATES
Amendment in Prohibition of Insider Trading Regulation:
SEBI vide notification dated 17 July 2020 issued the Securities and Exchange Board Of India (Prohibition Of Insider Trading) (Amendment) Regulations, 2020. Subsequently, two circulars dated 23 July 2020 were also issued.
The structured digital database for maintaining details of the person in possession of UPSI is to be maintained internally and shall not be outsourced.
The structured digital database shall be preserved for a period of not less than eight years after completion of the relevant transactions and in the event of receipt of any information from the Board regarding any investigation or enforcement proceedings, the relevant information in the structured digital database shall be preserved till the completion of such proceedings.
Any amount collected for disciplinary action for contravention of the code of conduct shall be remitted to the Board for credit to the Investor Protection and Education Fund administered by the Board under the Act.
In addition to the transactions mentioned in Clause 4 (3), (b) of Schedule B read with Regulation 9 of PIT Regulations, trading window restrictions shall not apply in respect of Offer For Sale and Right Entitlement transactions carried out in accordance with the framework specified by the Board from time to time.
The listed Company and the intermediary/ fiduciary shall inform the violation of the code of conduct or regulation to stock exchange rather than SEBI. SEBI vide Circular dated 23 July 2020 has introduced the reporting format for the same.
Notification dated 17 July 2020 Click Here
Circular No 133 dated 23 July 2020 Click Here
Circular No 135 dated 23 July 2020 Click Here