MCA favorably revisits exemption notification relating to private companies, by Trupti Upadhyay

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MCA vide notification dated 5th June, 2015[1] (‘Principal Notification’) exempted private companies from complying with certain provisions of the Companies Act, 2013 (“Act, 2013”) subject to the condition that the company will ensure protection of shareholder’s interests. MCA vide notification dated June 13, 2017[2] (’Amendment Notification’) made certain amendments in the principal notification which has been analysed hereunder. Read more →

GST loom on guarantee services, by Nidhi Bothra

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Related party transactions always follow the presumption of not being at arm’s length and therefore tax provisions prescribe that the transactions should be undertaken at market value and be based on usual commercial terms, as if done with a third party. Transactions with related parties are always subject to scrutiny and are required to demonstrate that the transactions are driven by commercial understanding. The GST regime also prescribes for Read more →

Masala bonds: taking stock of developments so far

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By Vallari Dubey (vallari@vindokothari.com)

Background

The Reserve Bank of India (RBI), on September 29, 2015, vide circular RBI/2015-16/193 had issued guidelines allowing Indian companies, Real Estate Investment Trusts (REITs) and Infrastructure Investment Trusts (InvITs) to issue rupee-denominated bond (masala bonds) overseas. Consequently, RBI, on April 13, 2016, vide circular RBI/2015-16/372 had reduced the tenure of such bonds to 3 years (previously 5 years) and allowed borrowing upto Rs. 50 billion (previously $ 750 million) under the automatic route. Now vide circular RBI/2016-17/316, RBI has again modified the tenure of these bonds. Interestingly, the tenure has now been segregated into 3 years and 5years respectively; while 3 years are for Masala Bonds raised upto USD 50 million equivalent in INR per financial year and 5 years for bonds raised above USD 50 million equivalent in INR per financial year.

Since its inception only Housing Development Finance Corporation Limited (HDFC) and National Thermal Power Corporation Limited (NTPC) have successfully listed its masala bonds on the London Stock Exchange worth INR 78 billion1 ($1.21 billion) and INR 20 billion ($300 million) respectively. Though HDFC’s masala Bonds are traded on London Stock Exchange (LSE), NTPC’s bonds are traded on both LSE and Singapore Stock Exchange (SGX).

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RBI adds more masala to the bonds: issues circular to further rationalise Masala Bonds Framework, by Vallari Dubey

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The Reserve Bank of India vide its powers given under Section 10(4) and Section 11(1) of the Foreign Exchange Management Act, 1999, has issued a circular A. P. (DIR Series) Circular No.47, dated 7th June, 2017[1] bringing in fresh amendments to the existing provisions for ‘Issuance of Rupee denominated bonds overseas’ and as we call it in normal parlance, ‘Masala Bonds’. Read more →

Directions on IT Framework for the NBFC Sector – RBI keen on implementing several operational requirements, by Anita Baid

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In the era of technology, Information Technology (IT) aids plenty of resources to enhance the credit system of the country. Over the years, the Non-Banking Finance Company (NBFC) sector has grown in size and complexity. As the NBFC industry matures and achieves scale, its Information Technology /Information Security (IT/IS) framework, Business continuity planning (BCP), Disaster Recovery (DR) Management, IT audit, etc. Read more →

Transfer to be by operation of law under IEPF –Taken long time to clarify; still clarification awaited!

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Introduction

MCA has added yet another Circular to the throng of circulars w.r.t. IEPF vide its general circular no 07/2017 dated 5th June, 2017[1]. It provides that companies may, for transferring the shares to IEPF, follow the procedure as in the case of transmission. Read more →

When can a nominee director be interested, by Nitu Poddar

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Nominee directors are usually appointed by the financial institutions or investors (”Nominator”) on the board of the borrower company for the purpose of representing and safeguarding their interest thereof. Such Nominee directors are liable to perform duty towards the borrower company and its stakeholders under section 166 and other provisions of the Companies Act, 2013 and also towards its Nominator for representing and safeguarding its interest. Read more →

Interpretation of the word “Dispute” – Resolution application by the operational creditors, by Nitu Poddar

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For filing application under the Insolvency and Bankruptcy Code, 2016 (IBC), the operational creditor has to serve a prior 10 days demand notice to the corporate debtor. The corporate debtor can either make payment on receipt of such demand notice or bring to the notice of the operational creditor existence of dispute, if any, and record of pendency of the suit or arbitration proceedings filed before the receipt of such notice. In case payment has already been made, the corporate debtor should send back the proof of such payment to the operational creditor.   Read more →