Taming UPSI and tampering disclosure requirements

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By CS Vinita Nair, corplaw@vinodkothari.com

It is a fact that certain decisions are taken by Board impromptu/ surprise item and is not a part of the agenda. Therefore, the agenda includes an item ‘With the permission of Chairperson’ to keep the agenda flexible. It is a good thought to ponder upon that whether all tabled items are impromptu in true sense? Can companies put Unpublished Price Sensitive Information (UPSI) as tabled items and cut the prior intimation requirements? Read more →

FAQs on GST on Directors’ Remuneration

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By Ankit Bhalotia ,gst@vinodkothari.com

The GST law, introduced with effect from 1st July, 2017, makes a major rejig in the indirect tax system in the country. With its introduction, several concepts have been brought up, playing with the minds of the people. One such concept that has created havoc is the reverse charge mechanism and its viding applicability. Services of director i.e. sitting fees, commission has been covered under the Government notified services on which the tax would be payable on reverse charge.

Following are the some of the pertaining questions answered in respect of GST on Director Services Read more →

No separate Application is required where 100% Subsidiary seeks Amalgamation with its Holding Company: NCLT Bengaluru Bench

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In the recent ruling of National Company Law Tribunal[1]Bengaluru Bench (‘the Hon’ble NCLT’), the Bench has held that no separate application is required to be filed by the transferee company in case of merger of a wholly owned subsidiary company with its parent company by virtue of scheme of amalgamation.

Below we discuss the same in details along with analysis of the impact of the ruling. Read more →

MCA Clarification on IFC Reporting in Auditor’s Report for Private Companies

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MCA vide its General Circular No. 08/2017 dated July 25, 2017[1] has issued a clarification regarding applicability of exemptions provided to private companies. Till now MCA has issued two notifications viz., Notification No. GSR 464(E) dated June 05, 2015[2]and Notification No. GSR 583(E) dated June 13, 2017[3] providing various exemptions to the private companies. Some of the major exemptions are as follows: Read more →

MCA clarifies on AC and NRC constitution

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MCA vide its notification dated July 13, 2017[1] came up with the Companies (Meetings of Board and its Powers) Second Amendment Rules, 2017 (hereinafter referred to as “MBP Second Amendment Rules, 2017) substituting provisions of rules 3 and 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 (hereinafter referred to as “MBP Rules, 2014). This notification shall come into force from the date of publication in the Official Gazette. Read more →

SEBI amends ILDS Regulations, clarifies on AOA amendment

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SEBI vide notification dated March 24, 2015[1] had provided framework for consolidation and re-issuance of debt securities under Regulation 20A of SEBI (Issue and Listing of Debt Securities) Regulations, 2008 (‘ILDS Regulations’) subject to fulfillment of certain conditions. One of the conditions was to have an enabling Read more →