Thursday, July 26, 2018

22 - Legal & Regulation Updates - India


SEBI: Discontinuation of Acceptance of Cash by Stock Brokers
 Securities and Exchange Board of India (“SEBI”), vide a Circular dated July 12, 2018, has directed the Stock Exchanges (“Exchanges”) to discontinue the acceptance of cash by the Stock Brokers to promote electronic mode of payment. 
 SEBI: Investment by FPIs through Primary Market Issuances
 Securities and Exchange Board of India (“SEBI”) has issued a circular on Investment by Foreign Portfolio Investors (“FPIs”) through Primary Market Issuances. Vide this Circular, SEBI has directed the Registrar and Transfer Agents (“RTAs”) to use Permanent Account Number (“PAN”) for checking compliance for a single FPI. 
 SEBI: Clarification on Strengthening the Guidelines and Raising Industry standards for RTAs, Issuer Companies and Banker to an Issue
 Securities and Exchange Board of India (“SEBI”) has issued a clarification for the purpose of strengthening the Guidelines and for  raising the Industry standards for Registrar and Share Transfer Agents (“RTAs”), Issuer Companies and Banker to an Issue. 
 Pre-Legislation: SEBI: Consultation Paper on Proposed SEBI (Fiduciaries in the Securities Market) (Amendment) Regulations
 Securities and Exchange Board of India (“SEBI”) has issued a consultation paper on the proposed SEBI (Fiduciaries in the Securities Market) (Amendment) Regulations (“Proposed Amendment Regulations”). The Proposed Amendment Regulations are based on the recommendations of the Kotak Committee and concern those entities which undertake third party fiduciary duties/assignments/engagements under the securities laws, in respect of any Issuer, Pooled Investment Vehicle, Restructuring, Intermediaries, Market Infrastructure Entities or investors in the securities. 
 NSE: Red Flag List and Breach List of Indian Companies Furnished by Depositories – Published
 The National Stock Exchange (“NSE”), vide a Circular dated July 17, 2018, has made available the information relating to available headroom, red flag and breaches of listed Indian companies furnished by depositories for dissemination date July 16, 2018 in pursuance to Securities and Exchange Board of India (“SEBI”) circular dated April 5, 2018 regarding monitoring of Foreign Investment limits in listed Indian companies. 
 MCA: Committee Constituted to Review the Offences under the Companies Act, 2013
 The Ministry of Corporate Affairs (“MCA”), vide an Order dated July 13, 2018, has formed a 10 member Committee (“Committee”) to review the provisions with respect to offences existing under the Companies Act, 2013 (“Act”). 
 CBDT: Comments Invited on Amending Income Tax Rules, 1962 relating to Significant Economic Presence
 Central Board of Direct Taxes (“CBDT”) has invited comments/suggestions from stakeholders and the general public on amending the Income Tax Rules, 1962 (“Rules”) relating to Significant Economic Presence (“SEP”) as per Section 9(1)(i) of the Income-tax Act, 1961 (“Act”). 
 IRDAI: Circular on Unclaimed Amount of Policyholders
 The Insurance Regulatory and Development Authority of India (“IRDAI”) has issued a Circular dated July 11, 2018 on Unclaimed Amount of Policyholders. 

     SEBI: Master Circular for Mutual Funds
 Securities and Exchange Board of India (“SEBI”) has issued a Master Circular for Mutual Funds (“Master Circular”) dated July 10, 2018. This Master Circular is a compilation of the circulars/directions issued by SEBI to the Mutual Funds which are operational as on the date of this Master Circular. 
 SEBI: Master Circular: Guidelines on Anti-Money Laundering (AML) Standards and Combating the Financing of Terrorism (CFT) under the PML Act and Rules
 Securities and Exchange Board of India (“SEBI”), vide a Master Circular dated July 4, 2018, has issued the Guidelines on Anti-Money Laundering (“AML”) Standards and Combating the Financing of Terrorism (“CFT”) (“Guidelines”). The Guidelines are based on the recommendations made by Financial Action Task force (“FATF”) on Anti-Money Laundering Standards. 
 SEBI: Review of Adjustment of Corporate Actions for Stock Options
 Securities and Exchange Board of India (“SEBI”), vide a Circular dated July 5, 2018, has reviewed the mechanism of dividend adjustment for stock options based on the recommendations of Secondary Market Advisory Committee (SMAC). The Circular is applicable to all Stock Exchanges (“Exchanges”). 
 IBBI: Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) (Third Amendment) Regulations, 2018 Notified
 The Insolvency and Bankruptcy Board of India (“IBBI”), vide a Notification dated July 3, 2018 and vide a Press Release dated July 4, 2018, has issued the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) (Third Amendment) Regulations, 2018 (“Amendment Regulations”). 
 MCA: Certain Provisions of Companies (Amendment) Act, 2017 Notified
 Ministry of Corporate Affairs (“MCA”), vide a series of Notifications dated July 5, 2018, has notified certain Sections (collectively “Notified Provisions”) of the Companies (Amendment) Act, 2017 (“Amendment Act”), which are as follows:
  • The Central Government has appointed July 5, 2018 as the date on which Section 20 of the Amendment Act shall come into force.  
  • The Central Government has appointed August 15, 2018 as the date on which Sections 15, 16, 75 and 76 of the Amendment Act will come into force.

 MCA: Companies (Authorised to Register) Second Amendment Rules, 2018
 The Ministry of Corporate Affairs (“MCA”), vide a Notification dated July 5, 2018, has issued the Companies (Authorised to Register) Second Amendment Rules, 2018 (“Amendment Rules”) by virtue of which Companies (Authorised to Register) Rules, 2014 (“Principal Rules”) have been amended. 
 MCA: Companies (Acceptance of Deposits) Amendment Rules, 2018
 Ministry of Corporate of Corporate Affairs (“MCA”), vide a Notification dated July 5, 2018, has issued the Companies (Acceptance of Deposits) Amendment Rules, 2018 (“Amendment Rules”) by virtue of which Companies (Acceptance of Deposits) Rules, 2014 (“Principal Rules”) have been amended. 
 MCA: Companies (Registration Offices and Fees) Third Amendment Rules, 2018: Fee for Filing e-Form DIR-3 KYC
 Ministry of Corporate of Corporate Affairs (“MCA”), vide a Notification dated July 5, 2018, has issued the Companies (Registration Offices and Fees) Third Amendment Rules, 2018 (“Amendment Rules”) by virtue of which Companies (Registration Offices and Fees) Rules, 2014 (“Principal Rules”)have been amended. 
 MCA: Companies (Appointment and Qualification of Directors) Fourth Amendment Rules, 2018
 Ministry of Corporate of Corporate Affairs (“MCA”), vide a Notification dated July 5, 2018, has issued the Companies (Appointment and Qualification of Directors) Fourth Amendment Rules, 2018 (“Amendment Rules”) by virtue of which Companies (Appointment and Qualification of Directors) Rules, 2014 (“Principal Rules”) have been amended. 
 MCA: Companies (Registration of Charges) Amendment Rules, 2018
 The Ministry of Corporate Affairs (“MCA”), vide a Notification dated July 5, 2018, has issued the Companies (Registration of Charges) Amendment Rules, 2018 (“Amendment Rules”) in order to amend the Companies (Registration of Charges) Rules, 2014 (“Principal Rules”) in relation to Satisfaction of charge. 
 NSE: Disclosure of Unpublished Price Sensitive Information by Listed Companies
 National Stock Exchange (“NSE”), vide a Circular dated June 20, 2018, has issued Directions which are required to be complied by all Listed Companies for maintaining confidentiality of Unpublished Price Sensitive Information (“UPSI”) as well as measures to deal with incidents of leakage of price sensitive/ material information. 
 BSE: Transfer of Securities to be Carried out in Dematerialized Form from December 5, 2018
 The Bombay Stock Exchange (“BSE”), vide a Circular dated July 5, 2018, has issued directions to the Listed Companies and Registrars and Transfer Agents (“RTAs”). By way of this Circular, BSE has instructed that with effect from December 5, 2018, shares which are lodged for transfer should be in dematerialized form only. 
 RBI: Prudential Norms for Classification, Valuation and Operation of Investment Portfolio by Banks – Spreading of MTM Losses and Creation of Investment Fluctuation Reserve (IFR) by Co-op Banks
 The Reserve Bank of India (“RBI”) vide a Notification dated July 6, 2018, has issued a circular on Prudential Norms for Classification, Valuation and Operation of Investment Portfolio by Banks – Spreading of Mark to Market (“MTM”) losses and creation of Investment Fluctuation Reserve (“IFR”). 
 RBI: Master Directions on Levy of Penal Interest for Delayed Reporting / Wrong Reporting / Non-Reporting of Currency Chest Transactions and Inclusion of Ineligible Amounts in Currency Chest Balances
 The Reserve Bank of India (“RBI”) has notified the Master Direction on Levy of Penal Interest for Delayed Reporting / Wrong Reporting / Non-Reporting of Currency Chest Transactions and Inclusion of Ineligible Amounts in Currency Chest Balances incorporating updated guidelines / circulars on the subject. RBI has issued instructions on the subject with a view to sustain these efforts and ensure discipline among the banks on timely and accurate reporting of currency chest transactions and for realizing the objectives of the Clean Note Policy. 
 RBI: Master Circular – Scheme of Penalties for Bank Branches Based on Performance in Rendering Customer Service to the Members of Public
 The Reserve Bank of India (“RBI”) has issued the revised and updated Master Circular on the Scheme of Penalties for bank branches including currency chests based on performance in rendering customer service to members of public. 
 RBI: Category II and Category III Alternative Investment Funds Registered under SEBI (Alternative Investment Fund) Regulations, 2012 Notified as ‘Qualified Buyers’ under SARFAESI Act, 2002
 The Reserve Bank of India (“RBI”) has specified Category II and Category III Alternative Investment Funds (“AIFs”) - registered with Securities and Exchange Board of India (“SEBI”) under SEBI (Alternative Investment Fund) Regulations, 2012, as ‘qualified buyers’, under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002, (SARFAESI Act). 
 RBI: Reporting in Single Master Form for Foreign Investment in India: User manual for Entity Master - FIRMS
 The Reserve Bank of India (“RBI”) has introduced a Single Master Form (“SMF”) for integrating the current reporting structure of various types of foreign investments in India. For the implementation of the SMF, the RBI is introducing an online application, FIRMS (Foreign Investment Reporting and Management System). 
 RBI: Master Circular - Credit Facilities to Minority Communities
 The Reserve Bank of India (“RBI”) has issued the updated Master Circular on Credit Facilities to Minority Communities consolidating the instructions / guidelines / directives issued to banks till June 30, 2018 relating to Credit Facilities to Minority Communities. 
 RBI: Master Circular - Kisan Credit Card (KCC) Scheme
 The Reserve Bank of India (“RBI”) has issued the updated Master Circular Kisan Credit Card (“KCC”) scheme consolidating the relevant guidelines issued to banks on the KCC scheme till June 30, 2018. 
 RBI: Applicable Average Base Rate to be charged by NBFC-MFIs for the Quarter Beginning July 1, 2018
 The Reserve Bank of India (“RBI”) has announced that the applicable average base rate to be charged by Non-Banking Financial Company – Micro Finance Institutions (“NBFC-MFIs”) to their borrowers for the quarter beginning July 1, 2018 will be 8.92%. 
 Ministry of Finance: Intellectual Property Rights (Imported Goods) Enforcement Amendment Rules, 2018 Notified
 The Ministry of Finance, vide a Notification dated June 22, 2018, has notified the Intellectual Property Rights (Imported Goods) Enforcement Amendment Rules, 2018 (“Amendment Rules”) by virtue of which the following amendments have been made to the Intellectual Property Rights (Imported Goods) Enforcement Rules, 2007 (“Principal Rules”): 
 CBIC: Central Goods and Services Tax (Seventh Amendment) Rules, 2018 Notified
 Central Board of Indirect Taxes and Customs (“CBIC”), vide a Notification dated July 6, 2018 has amended the Goods and Services Tax Rules, 2017 (“Principal Rules”). By virtue of the Amendment Rules, Rules 125, 129, 130, 131, 132 and 133 pertaining to anti profiteering authority (“Authority”) have been amended. The Amendment Rules are applicable with effect from June 12, 2018. 
 Ministry of Labour and Employment: Last Date Extended for Comments/Suggestions on the Draft Code on Occupational Safety, Health and Working Conditions, 2018
 The Ministry of Labour and Employment has extended the last date for giving comments and suggestions on the Draft Code on Occupational Safety, Health and Working Conditions, 2018 (“Draft Code”) to May 31, 2018. 
 IRDAI: Circular on PUC Certificate at the Time of Renewal of Insurance of Vehicle
 The Insurance Regulatory and Development Authority of India (“IRDAI”) has issued a Circular dated July 6, 2018 (“Circular”), reiterating the directions given by the Supreme Court of India vide its Order dated August 10, 2017, which directed General Insurance Companies not to insure a vehicle unless it has a valid Pollution under Control (“PUC”) certificate on the date of renewal of the insurance policy.

     SEBI: Filing of Term Sheet by Angel Funds
 Securities and Exchange Board of India (“SEBI”), vide a Circular dated June 29, 2018, has issued a circular on Filing of Term Sheet by Angel Funds in furtherance of the SEBI (Alternative Investment Funds) (Amendment) Regulations, 2018 dated May 31, 2018, which simplifies certain regulatory provisions regarding the Angel Fund including Regulation 19(E) dealing with filing of scheme details with SEBI. 
 SEBI: Securities and Exchange Board of India (Public Offer and Listing of Securitised Debt Instruments) (Amendment) Regulations, 2018 Notified
 Securities and Exchange Board of India (“SEBI”), vide a Notification dated June 26, 2018, has notified the SEBI (Public Offer and Listing of Securitised Debt Instruments) (Amendment) Regulations, 2018 (“Amendment Regulations”) by virtue of which SEBI (Public Offer and Listing of Securitised Debt Instruments) Regulations, 2008 (“Principal Regulations”) have been amended. 
 SEBI: Overseas Investment by Alternative Investment Funds (AIFs) / Venture Capital Funds (VCFs)
 Securities and Exchange Board of India (“SEBI”), vide a Circular dated July 3, 2018, has enhanced the limit of overseas investment by Alternative Investment Funds (“AIFs”) and Venture Capital Funds (“VCFs”) to USD 750 million from USD 500 million in consultation with Reserve Bank of India. 
 MCA: MCA to Conduct KYC of all Directors through DIR-3 KYC
 Ministry of Corporate Affairs (“MCA”), vide an Alert on its website, has stated that MCA would be conducting Know Your Customer (“KYC”) of all Directors of all companies annually through a new eform i.e. DIR-3 KYC. The new eform DIR-3 KYC will be notified shortly. 
 RBI: Enforcement Action Framework in Respect of Statutory Auditors for the Lapses in the Statutory Audit of Commercial Banks
 The Reserve Bank of India (“RBI”) has issued a Press Release on Enforcement action framework (“Framework”) in respect of Statutory Auditors (“SAs”) for the lapses in the statutory audit of commercial banks. 
 RBI: Master Circular - Conduct of Government Business by Agency Banks - Payment of Agency Commission
 The Reserve Bank of India (“RBI”) has issued the revised and updated Master Circular on Conduct of Government Business by Agency Banks - Payment of Agency Commission by consolidating important instructions on the subject issued by RBI till June 30, 2018. 
 RBI: Master Circular - Master Circular on "Self Help Group" SHG-Bank Linkage Programme
 The Reserve Bank of India (“RBI”) has issued the Master Circular on Self Help Group (“SHG”) - Bank Linkage Programme which consolidates the instructions / circulars issued by RBI up to June 30, 2018 on the subject. 
 RBI: Master Directions on Relief/Savings Bonds
 The Reserve Bank of India (“RBI”) has notified the updated Master Directions on Relief/Savings Bonds consolidating instructions issued up to June 30, 2018. 
 Pre-Legislation: RBI: Draft Directions on Requirement of Legal Entity Identifier Code for Participation in Non-Derivative Markets
 The Reserve Bank of India (“RBI”), vide a Press Release, has issued Draft Directions on requirement of Legal Entity Identifier (“LEI”) Code for participation in non-derivative markets. 
 IRDAI: Clarifications on the Annual License Fee Payable by Licensed Broking Entities
 The Insurance Regulatory and Development Authority of India (“IRDAI”), vide a Circular dated June 27, 2018 (“Circular”), has issued clarifications on the Annual license fee payable by licensed broking entities and Renewal Fee payable as per Regulation 9 of IRDAI (Insurance Brokers ) Regulations, 2018 

     MCA: Corrigendum to the Commencement Notification of Companies (Amendment) Act, 2017
 Ministry of Corporate Affairs (“MCA”) has issued a Corrigendum for the Notification dated June 13, 2018 which had appointed June 13, 2018 as the date on which certain Sections of the Companies (Amendment) Act, 2017 (“Amendment Act”) shall come into force. Vide the Corrigendum, it has been clarified that Clause (iii) of Section 21 of the Companies (Amendment) Act, 2017 has also been notified on June 13, 2018. 
 MCA: Companies (Accounting Standards) Amendment Rules, 2018
 The Ministry of Corporate Affairs (“MCA”), vide a Notification dated June 18, 2018, has notified Companies (Accounting Standards) Amendment Rules, 2018 (“Amendment Rules”) by virtue of which Companies (Accounting Standards) Rules, 2006 (“Principal Rules”) has been amended. 
 MCA: National Guidelines on the Economic, Social and Environmental Responsibilities of Business, 2018
 Ministry of Corporate Affairs (“MCA”), has issued National guidelines on the Economic, Social and Environmental Responsibilities of Business, 2018 (“National Guidelines”) to update the National Voluntary Guidelines on the Social, Environmental and Economic Responsibilities of Business (“NVGs”) released in 2011.  
 MCA: Cross Border Insolvency Framework for Corporate Debtors under the and Insolvency and Bankruptcy Code, 2016
 Ministry of Corporate Affairs (“MCA”), has issued a Draft Framework on Cross Border Insolvency for Corporate Debtors which is to be introduced as a chapter under the Insolvency and Bankruptcy Code, 2016 (“Code”) (“Draft Framework”) in order to introduce a globally accepted and well-recognized cross border insolvency law.  
 NSE: Enforcement of SEBI Orders regarding appointment of Directors by Listed Companies
 National Stock Exchange (“NSE”), vide a Circular dated June 20, 2018, has issued directions on enforcement and monitoring of the appointment of restrained persons. The directions have been issued in pursuance of Securities and Exchange Board of India (“SEBI”) instructions vide which SEBI has directed all Exchanges to enforce its Orders debarring entities/individuals from accessing the capital markets and / or restraining from holding position of directors in any listed company. 
 BSE: New Platform to List "Startup" at BSE SME Segment
 Bombay Stock Exchange (“BSE”), vide a Notice dated June 21, 2018, has informed all the Trading Members and Participants that “BSE Startup Platform” is enabled on BSE Small and Medium Enterprises (“SME”) Segment in order to provide further incentive to the companies which are “Startups” in the sector of IT, ITES, Bio-technology and Life Science etc. 
 RBI: Implementation and Compliance of Control Measures for ATMs
 The Reserve Bank of India (“RBI”), vide a Notification dated June 21, 2018, has advised banks and White-Label ATM Operators to initiate immediate action to implement control measures for ATMs. This advisory has been issued in furtherance to RBI Circular issued to banks dated April 17, 2017 highlighting concerns about the ATMs running on Windows XP and/or other unsupported operating systems. 
 Ministry of Finance: Intellectual Property Rights (Imported Goods) Enforcement Amendment Rules, 2018 Notified
 The Ministry of Finance, vide a Notification dated June 22, 2018, has notified the Intellectual Property Rights (Imported Goods) Enforcement Amendment Rules, 2018 (“Amendment Rules”) by virtue of which the following amendments have been made to the Intellectual Property Rights (Imported Goods) Enforcement Rules, 2007 (“Principal Rules”). 
 CBDT: Pre Legislation: Amendment Proposed u/Rule 10CB of IT Rules in Respect of Computation of Interest Income Pursuant to Secondary Adjustments
 The Central Board of Direct Taxes (“CBDT”) has issued a Draft Notification dated June 19, 2018 proposing amendments in Rule 10CB of Income-tax Rules, 1962 (“Rules”) in respect of computation of interest income pursuant to secondary adjustment made under section 92CE of the Income-tax Act, 1961 (“Act”). 
 IRDAI: Filing Process of Advertisements in Business Analytics Project Portal Simplified and IRDA Master Circular on Insurance Advertisements Modified Partially
 The Insurance Regulatory and Development Authority of India (“IRDAI”) has issued a Circular issuing instructions to all Life Insurers, General Insurers and Health Insurers in order to ease out the filing process of advertisements on the Business Analytics Project (“BAP”) Portal. 


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