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P. C. JAIN & COMPANY

OUR MISSION

  • We provide core professional services in the gambit of Corporate Business & Legal Affairs with sincerity, commitment and integrity thereby team of professionals to deliver extraordinary client satisfaction with solution driven approach which reflect in our more than two decades of track record.

OUR VISION

  • To create & establish a system driven approach for Corporate and its stakeholders with a view to protect their interest, providing long term solution, understanding the business need with proactive approach in the current complex Business & Legal environment.

OUR CORE VALUES

  • Creating a value system & building a strong foundation
  • Client Service Excellence
  • Vibrant & Long-lasting Client Relationships
  • Sincerity, Commitment and Integrity
  • Cultivating a professional and connect team work environment.
  • Trust, Reliability and Transparency.
 

IBBI Circular No. No. IBBI/IP/56/2022 Dated 24th November, 2022

Payment of fees to the Insolvency and Bankruptcy Board of India (the IBBI / Board) {Click to access}

The Board has recently amended its following regulations, vide which it has effected revision of existing fee structure along with relevant forms, applicable to Insolvency professionals (IPs) and Insolvency Professional Entities (IPEs) and has also introduced regulatory fee as per details in annexure:-

  1. IBBI (Insolvency Professionals) Regulations, 2016;
  2. IBBI (Model Bye-Laws and Governing Board of Insolvency Professional Agencies) Regulations, 2016; and
  • IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016.

RBI UPDATE Dated 25 January 2023

RBI releases discussion paper on securitisation of stressed assets framework

Securitisation involves pooling of loans and selling them to a special purpose entity, so that a
lender gets liquidity upfront on the assets it has originated.
Securitisation, till now, is allowed only in the case of standard assets while lenders have to
largely rely on Asset Reconstruction Companies (ARCs) for bad assets.

➡️Reserve Bank of India on Wednesday released a discussion paper on securitisation of
stressed assets framework, which will lead to creation of one more alternative for lenders for
resolving loans.
▶️The discussion paper said the main difference between the securitisation of stressed
assets and the standard assets is related to the lower degree of certainty of cash flows from
the underlying pool in the case of stressed assets
▶️Members of the public have been asked to submit their comments and suggestions on the
discussion paper by February 28.

Link:  Reserve Bank of India – Publications (rbi.org.in)

HIGHLIGHTS OF BUDGET 2023

GENERAL:-

1. EPFO Numbers doubled to 27 crores

2. Agriculture accelerator fund to boost start-up in Agri sector. Special scheme to boost fisheries

3. 38,800 teachers will be employed in 3.5 lakh Eklavya tribal school.

4. Capital outlay of Rs. 2.40 lakh crore for Railways.

5. 50 New Airports and Heliports to be made.

6. Rs. 10,000 crore for urban infra fund every year

7. Rs. 75,000 crore for 100 transport infra projects

8. 3 Centers of Excellence for “Artificial Intelligence” will be set up.

9. KYC procedure to be simplified. PAN to be come common business identifier.

10. Scope of Digi locker to be increased.

11. More than 39,000 compliances reduced. Jan Vishwas Bill to amend 42 laws

12. Rs. 35,000 crore for Energy transmission

13. 10,000 bio input research centers to be set up.

14. 30 Skill India International centers to be set up.

15. NFIR (National Financial Information Registry) to be launched for financial strategy.

16. Reducing cost of MSME Credit by 1%. Infusion of Rs. 9,000 crore in corpus for MSME credit.

17. ‘Mahila Samman Bachat Scheme’ for Women for Rs. 2,00,000 @ 7.5%

18. SCSS enhanced from 15 lakh to 30 Lakh.

HIGHLIGHTS OF BUDGET 2023

DIRECT & INDIRECT TAXES 

1. Promote domestic manufacturing and exports.

2. Tax exemption on Capital Goods and Lithium batteries.

3. Mobiles, camera lenses to become cheaper.

4. Gold, Silver & Diamonds, cigarettes, imported rubber to get expensive.

5. Enhanced limit for 3 crore and 75 lakhs for presumptive taxation.

6. Higher TDS limit of RS. 3 cr for Cooperatives

7. New IT Return Form for easier filing .

8. 100 Joint Commissioners to be appointed for disposal of small appeals.

9. TDS reduced on EPF withdrawal

10. Section 54 and 54F to be amended.

11. Rebate limit increased to 7 lakh in new tax regime.

12. Number of slabs reduced from 7 to 5 in new tax regime.

13. Only 5% tax on Individual’s Annual income of 9,00,000 only to pay Rs. 45,000 as tax.

14. Salaried class and pensioner: Standard Deduction increased 52500 from 50000

15. Highest tax rate 42.74 % reduced

16. Propose to reduced Higher surcharge rate from 37 % to 25% in new tax regime.

17. Leave Encashment: Limit increased from Rs. 3,00,000 to Rs. 25,00,000.

18. Change in tax  slabs & new tax rates                0- 3 lakh = NIL
                                                                                      3 lakh- 6 lakh= 5%
                                                                                     6 lakh – 9 lakh = 10%
                                                                                     9 lakh -12 lakh= 15%
                                                                                    12 lakh – 15 lakh = 20%
                                                                                    15 lakh & above = 30%

Release of new module for filing of information required under Regulation 46 and 62 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on BSE Listing Center

As per Regulation 46 and 62 of Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulation, 2015 (“Listing Regulation”), the listed entities are required to maintain a functional website containing basic information about the Company.

In order to ensure effective enforcement of the Listing Regulations, the Exchange has developed a new module in BSE Listing Centre wherein all the listed entities are required to provide the URLs of the information required under Regulation 46 & 62 of Listing Regulations on the below mentioned path:

  • Equity listed Companies

Ø  Submission of information / disclosure: Listing Center > Listing Compliance > Corporate Announcement> compliances> Reg.46 website Link

  • Debt/CP listed Companies

Ø  Submission of information / disclosure: Listing Center > Listing Compliance > Corporate Announcement> compliances> Reg. 62 website Link

All listed entities are directed to take note of the above and ensure filing of the information required Regulation 46 & 62 of Listing Regulations by February 20, 2023.

Link:- Notice Number (bseindia.com)

RBI UPDATE:- Change in Bank Rate

Press Release Feb 8, 2023

1. Please refer to  circular DOR.RET.REC.70/12.01.001/2022-23 dated September 30, 2022 on the captioned subject.

2. As announced in the Monetary Policy Statement 2022-23 dated December 07, 2022, the Bank Rate is revised upwards by 35 basis points from 6.15 per cent to 6.50 per cent with immediate effect.

3. All penal interest rates on shortfall in reserve requirements, which are specifically linked to the Bank Rate, also stand revised as indicated in the Annex.

4. This circular is applicable to all the banks.

Link:- https://www.rbi.org.in/Scripts/NotificationUser.aspx?Id=12420&Mode=0

MCA UPDATE- Timeline extended till 31.03.2023

Extension of Time for filing of 45 company E-forms, PAS-3 and SPICE+Part A in MCA 21 version 3.0 without additional fee-reg

Further additional time till 31.03.2023 for filing of these forms which are due for filing between 07.02.2023 and 28.02.2023, without additional fees, to the stakeholders.

NSE CIRCULAR

Filing of Related Part Transaction (RPT) and Business Responsibility & Sustainability Report (BRSR)  to be made available on the NEAPS (NSE Electronic Application Processing System)

This is in continuation to Exchange circular number NSE/CML/2022/58 dated December 15, 2022 informing about filing of Equity and Financial Results on the NEAPS. With reference to the above and to bring all the filings under one single portal, it has been decided that in addition to the above filings on the NEAPS platforms, filings for Related Party Transactions and Business Responsibility & Sustainability Report( BRSR) will also be made available on the NEAPS platform with effect from February 25, 2023.

*Related Party Transactions-XBRL submissions: Filing PATH:-NEAPS > Common XBRL upload > Related Party Transactions

*BRSR:-NEAPS > Common XBRL upload > Business Responsibility & Sustainability Report

RBI UPDATE Feb 20,2023 - Implementation of Indian Accounting Standards (Ind AS)

Please refer to circular DOR (NBFC).CC.PD.No.109/22.10.106/2019-20 dated March 13, 2020 on the captioned subject read with paragraph 13 (iii) of Master Circular
DOR.SIG.FIN.REC 1/26.03.001/2022-23 dated April 1, 2022 on Asset Reconstruction Companies

. It has been observed that consequent to the implementation of Ind AS, some Asset Reconstruction Companies (ARCs) have been recognising management fees even
though the said fee had not been realised for more than 180 days.

. To address the prudential concerns arising from continued recognition of unrealised income, it has been decided that ARCs preparing their financial statements as per Ind AS, shall reduce the following amounts from their net owned funds while calculating the Capital Adequacy Ratio and the amount available for payment of dividend:
(a) Management fee recognised during the planning period1 that remains unrealised beyond 180 days from the date of expiry of the planning period.
(b) Management fee recognised after the expiry of the planning period that remains unrealised beyond 180 days of such recognition.
(c) Any unrealised management fees, notwithstanding the period for which it has remained unrealised, where the net asset value of the Security Receipts has fallen
below 50 per cent of the face value

.The amount reduced from net owned funds and amount available for payment of dividend shall be net of any specific expected credit loss allowances held on unrealised
management fee referred to in sub-paragraphs (a), (b) and (c) and the tax implications thereon, if any

. The Audit Committee of the Board (ACB) shall review the extent of unrealised management fee and satisfy itself on the recoverability of the same while finalising the
financial statements. It shall be ensured that the management fee is computed strictly in accordance with extant regulations.

. ARCs shall disclose information on the ageing of the unrealised management fee recognised in their books in the format specified below as part of the Notes to Accounts
in the annual financial statements.

.This circular is applicable to all ARCs preparing their financial statements as per Ind AS.

Link:- INDIANACCOUNTINGSTANDARDS8C7C436D851D46A4A9B2B9276DF02ECD.PDF (rbi.org.in)

BSE NOTICE dated 16 March 2023

NSE Circular dated 16.03.2023 regarding additional affirmations by Practicing Company Secretaries (PCS) in Annual Secretarial Compliance Report (ASCR)

All Listed Companies
SEBI vide circular no. CIR/CFD/CMD 1/27/2019 dated February 08, 2019, issue the format of Annual secretarial compliance report for listed entities and their material subsidiaries which was effective from March 31, 2019, onwards. The Annual secretarial compliance report to be filed on annual basis by PCS confirming the compliances of all SEBI Regulations, Circulars and Guidelines.
Based on various discussions with SEBI, there are few additional affirmations to be provided while submitting Annual Secretarial Compliance Report ( ASCR).
 Further additional columns have been inserted in the format of ASCR.
The Listed entities are advised to bring the provisions of this circular to the notice of all the Company Secretaries in practice.

NSE Circular dated 21-03-2023

Path of filing of disclosures related to Corporate Action on NEAPS Portal

Please refer Regulation 10 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which requires all listed entities to file all reports, statements, documents, filings, and any other information to the Exchange on the specified electronic platform. The Exchange has designated NEAPS Portal as the specified electronic platform for filings at National Stock Exchange of India Limited.

It is observed that certain listed entities are uploading the disclosure of corporate action (e.g., Record Date or Book Closure dates for Dividend, Annual General Meeting, etc.) in announcements under subjects like Outcome of the Board /Shareholder Meeting, etc. The listed entities are requested that the intimation regarding fixation of Record Date or Book Closure Dates for any corporate action, needs to be separately intimated to the Exchange. Please note a separate tab for Corporate Actions is available on the NEAPS Portal (i.e., NEAPS – Compliance – Announcements – Announcements/CA – Intimation Type: Corporate Action). Thus, all intimation regarding Record Date or Book Closure Dates for any Corporate Action is to be filed separately under this tab. Please note that non-intimation of Record Date or Book Closure Dates separately under Regulation 42 may result in the Exchange not taking the same on record and listed entities will be responsible for subsequent consequences. It is reiterated that the Exchange will take cognizance of only those disclosures which are filed under relevant path as specified above using NSE’s Electronic Application Processing System (NEAPS).

Listed entities are requested to please take note of the above and ensure compliance.

Link:- NSE_CIRCULAR_21032023.pdf (nseindia.com)

Companies (Audit and Auditors) Rules, 2014

Audit trail feature has to be made a part of accounting software from 1st April, 2023

1. It has being made mandatory from 1st April, 2023 for every company to add on the feature of audit trail in their accounting software in which it maintains its books of account.

2. The feature of Audit trail should have an edit log which shall record each and every transaction along with modifications made at any point of time.

3. The Companies (Audit and Auditor) Rules, 2014 (Audit Rules) have been correspondingly amended wherein auditors are now required to report, as part of the auditors report (in the section Report on Other Legal and Regulatory Requirements, as to whether,
(a) the accounting software used by the company being audited has the feature of recording audit trail (edit logs),
(b) the audit trail feature was operational throughout the financial year and had not been tampered with and
(c) such audit trails have been retained for the period as statutorily prescribed.

4. The companies would need to ensure that the audit trail captures changes to each and every transaction; changes that need to be captured may include when changes were made, who made those changes, what data was changed.

Aadhaar-PAN Link Last Date Extension 2023:

PAN Card-Aadhaar Card Linking Deadline Extended Till June 30
In order to provide some more time to the taxpayers, the date for linking PAN & Aadhaar has been extended to 30th June, 2023, whereby persons can intimate their Aadhaar to the prescribed authority for PAN-Aadhaar linking without facing repercussions. 

BSE CIRCULAR DATED 29 March, 2023

To All Listed Entities

This is with reference to Regulation 3(5) and 3(6) of SEBI (PIT) Regulations, 2015 which inter alia required SDD to be maintained by the company. In this regard, the Exchange has issued following circulars inter alia Specifying timelines for submission of SDD Compliance certificate and action to be taken against companies which are found to be non-complaint with above mentioned Regulations:

1) Circular No. 20221028-15 and 20221028-16 dated October 28, 2022 specifying timelines for submission of SDD Compliance Certificate for the quarter ended September 30, 2022 and December 31, 2022.

2) Circular No. 20221104-37 dated November 04, 2022 specifying consequences of non-compliance with the requirements of Reg 3(5) and 3(6) specifies consequences of non-compliance with the requirements of Reg 3(5) and 3(6) of SEBI (PIT) Regulations, 2015.

3) Circular No. 20230125-33 dated January 25, 2023 specifying consequences of non-compliance with the requirements of Reg 3(5) and 3(6) of SEBI (PIT) Regulations, 2015.

4) Circular No. 20230316-14 dated March 16, 2023 specifying Additional affirmations by Practicing Company Secretaries (PCS) in Annual Secretarial Compliance Report (ASCR).

In continuation to the aforementioned Exchange circulars, the listed entities are advised to take a note that the listed entities to whom the provisions of Regulation 24A of SEBI(LODR) Regulations, 2015 are not applicable, are required to continue to submit SDD Compliance certificate on quarterly basis, within 21 days from end of each quarter on the below mentioned path:

BSE Listing Centre > Listing Compliance > Compliance Module > Structured Digital Database (SDD) Compliance Certificate

 The circular shall be effective immediately.

All Listed companies are requested to take note and comply accordingly.

Link: Notice Number

MCA Circular dated 29 March, 2023

Relaxation in the levy of additional fees for filing of 45 forms which are due for filing between 07-02-2023 and 30-06-2023.

SEBI Circular March 29, 2023

SEBI had board meeting on March, 29, 2023 wherein the major amendments approved by the SEBI are given below:

(a) Balanced framework for ESG disclosures, ratings and investing.

(b) SEBI to amend SEBI LODR Regulations to introduce a quantitative threshold for determining ‘materiality’ of events/information.

(c) Top 1000 listed Companies are required to verify and confirm the market rumours,  deny or clarify rumours in the market .

(d) Periodic approval from the shareholders will be required for(i)special rights granted to a shareholder; and (ii) continuation of directors tenure to do away with the practice of permanent board seats

(e) The timelines for submission of first financial results by a Company which recently got listed, to overcome the challenges faced in immediate submission of financial results.

(f) The vacancy of Directors, Compliance Officer , CEO and CFO are required to be fulfilled within three months .

(g) Bonus issue shall be made only in dematerialised form .

BSE Cicular- Listed Companies Dated 31 March, 2023

Circular on Introduction of issue Summary Document (ISD) Further lssues in XBRL

Following application being submitted on or after April 03,2023, requires mandatory XBRL submission of ISD Applications obtaining in-principle approval under reg 28(1) of #SEBI (LODR) regulations, 2015 Applications obtaining in-principle listing approval post the allotment of securities.

The XML generated using XBRL utility shall be uploaded with any of the stock exchange where the securities of the entity, in relation to which the ISD is being filed, are listed. Thus the XML need not be submitted with all the exchanges.

If the details are being submitted with NSE, the same shall be submitted in #NEAPS portal on the following PATH:

NEAPS -> Issues -> Create a draft record by go to the respective module -> Save Draft -> Upload the XML by clicking on the button ‘upload XBRL file’

Link:-  Notice Number (bseindia.com)

BSE vide Notice dated 10.04.2023

BSE vide Notice dated 10.04.2023 has released the FAQS on Corporate Governance Report for guidance purpose.

Link:-  https://www.bseindia.com/markets/MarketInfo/DispNewNoticesCirculars.aspx?page=20230410-45

BSE vide Notice dated 10.04.2023- SS

BSE vide Notice dated 10.04.2023, has notified that, with regard to Circular dated March 16, 2023, regarding additional affirmations by PCS in ASCR, it may be noted that point no. 1 is being replaced with the below mentioned point:

Secretarial Standards:

The compliances of the listed entity are in accordance with the applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries India (ICSI).

Link:-  https://www.bseindia.com/markets/MarketInfo/DispNewNoticesCirculars.aspx?page=20230410-41

Companies (Removal of Name of Companies from the ROC) Amendment Rules, 2023

​Amendments in Rule 4

Sub rule 1 will be substituted as follows. An application for removal of name of a company under sub section (2) of section 248 shall be made to the Registrar, Center for Processing Accelerated Corporate Exit Form No. STK-2 along with fee of ten thousand rupees.

In sub rule (3), clause (iv) shall be omitted.

After subrule (3) following shall be inserted. sub rule (3A)

Registrar, Center for Processing Accelerated Corporate Exit established under sub section (1) of section 396, shall be the Registrar of company for purpose of exercising functional jurisdiction of processing and disposal of application made in form STK-2 and matter related related thereto under section 248 having territorial jurisdiction all over India.

In the said rules, New Form STK-2,STK-6, and STK-7, shall be substituted.
Link:- https://www.mca.gov.in/bin/dms/getdocument?mds=ab6Q0qvTuxNB7D4Ij6zO7Q%253D%253D&type=open

Revised Format of Anunal Secretarial Compliance Report- ICSI dated 26-04-2023

SEBI vide its circular dared Feb 8, 2019 mandated the requirements of annexing an Annual Secretarial Compliance Audit Report (ASCR) to be submitted by the PCS along with the annual report of the listed entity with respect to compliance of all applicable SEBI regulations and circulars/ guidelines issued thereunder and also prescribed format of ASCR in that circular.

  • This is applicable to all the listed entities except the following:
  1.  Listed entity having paid up share capital not exceeding Rupees Ten Crore and net worth not exceeding Rupees Twenty Five Crore, as on the last day of the previous financial year.
  2. Listed entity which has listed its specified securities on the SME Exchange.

Further, SEBI vide its notification SEBI (LODR) (Second Amendment) Regulations, 2021 dated MAY 5, 2021, inserted Regulation 24A (2) in LODR  regulations mandating the same as prescribed in the circular.

Additionally, SEBI vide its Circular dated October 18, 2019 prescribed certain provisions w.r.t resignation of statutory auditors from listed entities and their material subsidiaries which shall be included in the ASCR. Both the Stock Exchanges i.e BSE Ltd and NSE India vide Circulars dated March 16, 2023 and April 10, 2023 have prescribed few additional affirmations by PCS which needs to be provided while submitting Annual Secretarial Compliance Report (ASCR).

The abovementioned circular will be effective from the financial year ended March 31, 2023, onwards.
In this direction, Revised format of Annual Secretarial Compliance Report, prepared by the “ICSI” collating all the amendments for ease of the Company Secretaries in Practice issuing ASCR is attached herewith. In order to avoid errors, it is recommended that the revised format should be used.
FIND REVISED FORMAT –  https://www.icsi.edu/media/webmodules/Annual_Secretarial_Compliance_Report.pdf

PMLA Scope - 3rd May 2023

In exercise of the power conferred by the sub clause (vi) of subsection (1) of section 2 of Prevention of Money Laundering Act,2022, the central government hereby notifies that the financial transactions carried out by a relevant person on the behalf of his client, of his or her profession, in relation to the following activities-

i) buying and selling of any immovable property.
ii)managing of client money, securities or other assets;
iii) management of bank, savings or securities accounts,
iv) organization of contributions for the creation, operation or management of companies limited liability partnerships or trusts, and buying and selling of business entities. shall be an activity for the purposes of said sub-section.

Explanation 1.- For the purposes of this notification relevant person includes-
( i) an individual who obtained a certificate of practice under section 6 of the Chartered Act, 1949 (38 of 1949) and practicing individually or through a firm, in whatever manner it has been constituted:
(ii) an individual who obtained a certificate of practice under section 6 of the Company Secretaries Act, 1980 (56 of 1980) and practicing individually or through a firm, in whatever manner it has been constituted:
(iii)an individual who has obtained a certificate of practice under section 6 of the Cost and Works Accountants Act, 1959 (23  of 1959) and practicing individually or through a firm, in whatever manner it has been constituted.
Explanation 2. For the purposes of this notification ‘firm shall have the same meaning assigned to it in sub-clause (i) of clause (23) of section 2 of the Income-tax Act, 1961 (43 of 1961).
Crux- CA, CS and CMA are brought under PMLA net if they manage the client assets.

Ministry of Finance- Activities carried out under PMLA-10 May 2023

Govt has further widened scope under PMLA to include formation, arrangements, providing address, agents, nominee shareholder within provisions of section 2 of PMLA.

In connection with the notification dated 03.05.2023 by Ministry of Finance the Central Government again issues a notification under department of revenue stating the activities when carried out can be considered as Money-laundering.

Companies (Removal of Name of Companies from the ROC) Second Amendment Rules, 2023- 10th May

MCA update: MCA vide its notification dated May 10, 2023, amends Strike off rules (Rules for removing the name of the Company from the Registrar of Companies). The summary of the amendments are:

– Before applying for voluntary strike off of the Company, all the pending overdue annual filings (Forms AOC-4 and MGT-7) for all the years upto the financial year in which the company ceases its business, to be filed.
– The above condition also applies when the company files an application where Registrar initiates an action under 248(1)
– Once striking off notice u/s 248(5) is issued to the Company pursuant to 248(1), company cannot not be
allowed to file an application.

Link:-  getdocument (mca.gov.in)

BSE Notice- Closure of Trading window for september 2023 onwards

BSE vide notice dated August 8, 2022 and in accordance with SEBI circular dated August 5, 2022, regarding Trading Window closure period under Clause 4 of Schedule B read with Regulation 9 of SEBI (Prohibition of Insider Trading) Regulations, 2015 specified a Framework for restricting trading by Designated Persons (“DPs”) by freezing PAN at security level.

Initially it was it was implemented for listed entities forming part of SENSEX 30 and NIFTY 50, for and from the quarter ended September 30, 2022.

The provisions of said SEBI circular, shall now be applicable to declaration of financial results by the listed company in phased manner as per table given below in the BSE Notice dated 28.06.2023.

Link:-  https://www.bseindia.com/markets/MarketInfo/DispNewNoticesCirculars.aspx?page=20230628-23

Extension of DPT-3 upto 31.07.2023

Relaxation in paying additional fees in case of delay in filing DPT-3  for Financial Year ended on 31st March, 2023 upto 31st July 2023

Due date for filing DPT-3 is 30th June, 2023 for Financial Year ended on 31st March, 2023 . Keeping in view the transition of MCA 21 Portal from version 2  to Version 3 , it has been decided to allow companies to file Form DPT-3 for the Financial Year ended on 31st March, 2023 without paying additional fees upto 31st July 2023 .

SEBI Board Meeting Outcomes Dated :28.06.2023

SEBI in its Board Meeting held on 28th June 2023 has taken the following decisions:

1. Reduction of timeline for listing of shares in Public I ssue from existing T+6 days to T+3 days.

2. Debt and Hybrids related.

3. Introduction of provisions for additional disclosures from Foreign Portfolio Investors (FPIs) that fulfil  certain objective criteria.

4. Strengthening of investor grievance handling mechanism through

SCORES and linking the new platform with the Online Dispute Resolution Mechanism:

SEBI approved the proposal to revamp SEBI Complaint Redress System (SCORES) by:

i. Reducing timelines, introducing auto-routing of the complaint to concerned regulated entities and auto-escalation of complaints in case of non-adherence to the prescribed timelines by the regulated entity;

ii. Recognition of designated bodies for monitoring and handling of grievances of the investors against the respective regulated entities;

iii. Providing two levels of review, first review by the designated body if investor is dissatisfied with resolution provided by concerned regulated entity. Second review by SEBI if the investor is still dissatisfied after first review;

iv. Linking SCORES with Online Dispute resolution (ODR) platform, thereby providing an additional option for investors of all regulated entities;

v. Creation of a new portal for collection of market intelligence inputs.

Link:- https://www.sebi.gov.in/media/press-releases/jun-2023/sebi-board-meeting_73278.html

MCA toolkit for Offline Payment 

MCA has released a toolkit for Offline payment process. We can now generate challans and pay them directly on Bharatkosh website instead of MCA redirecting the payment option to Bharatkosh.

SEBI UPDATE REGARDING DISCLOSURES RELATING TO REGULATION 30 & 3OA

Disclosure of material events / information by listed entities under Regulations 30 and 30A of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations 2015

1.
SEBI vide circular no. CIR/CFD/CMD/4/2015 dated September 9, 2015 specified the details that need to be provided while disclosing events given in Part A of Schedule III of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”) and guidance on when an event / information can be said to have occurred. The aforesaid circular has now become part of Section V – A of Chapter V of Master Circular issued vide circular no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023 ( “ Master Circular”)
2.

In order to bring more transparency and to ensure timely disclosure of material events / information by listed entities, the proposal to amend LODR Regulations was deliberated by the Primary Market Advisory Committee (PMAC) of SEBI and subsequently placed for public consultation for comment. Based on the above, pursuant to approval by the Board, amendments to the LODR Regulations were notified ( link ).

BSE Circular vide dated 21-07-2023

BSE vide Notice dated 21st July 2023, in furtherance to the Circular regarding Trading Window closure period under Clause 4 of Schedule B read with Regulation 9 of SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”) – Framework for restricting trading by Designated Persons (“DPs”) by freezing PAN at security level, has released the list of Top 1,000 companies in terms of BSE Market Capitalization as of June 30, 2023 (excluding companies part of benchmark indices).

This circular shall come into force for trading window closure with effect from October 1, 2023.

Link:-  Notice Number (bseindia.com)

SEBI Circular 09 August 2023

Securities and exchange board of India (SEBI) vide it’s circular dated August 09, 2023 reduced timeline for listing of shares in Public Issue from existing T+6 days to T+3 days on voluntary basis for public issues opening on or after September 1, 2023 and Mandatory for public issues opening on or after December 1, 2023.

Link:-  Notice Number (bseindia.com)

RBI UPDATE DATED 17 AUGUST 2023

On Thursday, the Reserve Bank of India (RBI) introduced a centralized online platform named UDGAM (Unclaimed Deposits – Gateway to Access information). The aim is to simplify the process for the general public to locate their unclaimed deposits from various banks all in one convenient location.

The newly launched web portal is designed to assist users in recognizing their unclaimed deposits and facilitate them in engaging with their respective banks. This could involve either claiming these unclaimed deposits or reactivating their deposit accounts, as stated in an official announcement by the central bank.

The web portal is a collaborative effort between entities such as Reserve Bank Information Technology Pvt Ltd (ReBIT), Indian Financial Technology & Allied Services (IFTAS), and the banks that have come together to participate. Presently, users are granted access to information regarding their unclaimed deposits pertaining to seven banks that are currently accessible through the portal. These banks encompass the likes of the State Bank of India, Punjab National Bank, Central Bank of India, Dhanlaxmi Bank Ltd, South Indian Bank Ltd, DBS Bank India Ltd, and Citibank N A.

RBI said that the search facility for remaining banks on the portal would be made available in a phased manner by October 15, 2023.

SEBI Amendments 16-08-2023

Securities and Exchange Board of India (Facilitation of Grievance Redressal Mechanism) (Amendment) Regulations, 2023 dated 16.08.2023, provide the following amendments in the SEBI (LODR) Regulations 2015:

Regulation 13 (1) is substituted and now will be read as under:

“(1) The listed entity shall redress investor grievances promptly but not later than twenty-one calendar days from the date of receipt of the grievance and in such manner as may be specified by the Board.”

New Regulation 13 (5) is inserted which will be read as under:

“(5) The Board may also recognize a body corporate for handling and monitoring the process of grievance redressal within such time and in such manner as may be specified.”

Circular Link:- SEBI | Securities and Exchange Board of India (Facilitation of Grievance Redressal Mechanism) (Amendment) Regulations, 2023

ICSI 55TH FOUNDATION DAY

Wish you all Very Happy 55th ICSI Foundation Day. Wish you all a bright and glorious days of the professional journey in future. 
CS P.C.JAIN

Companies (Management and Administration) Second Amendment Rules, 2023

MCA update

The Companies (Management and Administration) Second Amendment Rules, 2023 have been introduced, several changes to the Companies (Management and Administration) Rules, 2014, including:

1. Every company is required to designate a person responsible for providing information regarding beneficial interests in the company’s shares to the Registrar or an authorized officer

2. The designated person can be a company secretary (if required under the Act and rules), a key managerial personnel other than the company secretary, or every director if there is no company secretary or key managerial personnel

3. Until a person is designated, the company secretary (if required), Managing Director, or Manager will be deemed as the designated person

4. Companies must provide details of the designated person in the Annual return.

5. If a company changes its designated person, it must inform the Registrar using e-form GNL-2.

DEMAT OF SECURITIES 

MCA UPDATE

Every private companies (other than small companies) are now in compulsory to Demat its securities, rule 9B in PAS Rules is inserted.

Date of notification: 27.10.2023

20231208-34/ 08 Dec 2023/Circulars Listed Companies

Filing of Announcements pertaining to Loss of Share Certificate/Issue of Duplicate Share Certificate/Closure of Trading Window and Corporate Insolvency Resolution Process (‘CIRP’) in XBRL format on BSE listing centre

Further to the various Exchange circulars (Circular Ref No:20230516-36 dated May 16, 2023, Circular Ref No: 20230331-87 dated March 31, 2023, Circular Ref No: 20230127-37 dated January 27, 2023) issued for filing of equity announcement in XBRL mode. kindly note the facility for filings disclosures intimating the following announcements under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI LODR’) will be made available in XBRL format with effect from December 09, 2023 (‘effective date’)

1)   Loss of Share Certificate/Issue of Duplicate Share Certificate

2)   Closure of Trading Window

3)   Corporate Insolvency Resolution Process

At the initial stage, the PDF filings will be considered by the Exchange as compliance under Regulation 30 of the SEBI LODR.  Further, all listed entities would be required to also submit the filings in XBRL mode within 24 hours of submission of the said PDF filing. At a later stage (date to be informed separately) Exchange will shift to only XBRL submission.

Link: –  https://www.bseindia.com/markets/MarketInfo/DispNewNoticesCirculars.aspx?page=20231208-34

20231229-59/29 Dec 2023/Circulars Listed Companies

Filing of Quarterly Reconciliation of Share Capital Audit Report under Regulation 76 of SEBI (Depositories and Participants) Regulations, 2018

Currently Listed entities are required to submit filings related to Reconciliation of Share Capital Audit Report (Reco Report) under Regulation 76 of SEBI (Depositories and Participants) Regulations, 2018 in two different paths (for PDF and XBRL) of BSE Listing Center.

As a part of BSEs continuous efforts to promote ease of making filing / submissions, we have introduced a facility wherein both the submissions (PDF and XBRL) for Reco Report can be made under single path.

The path of BSE Listing Center for filing both the PDF and XBRL format of Reco Report is as below:

BSE Listing Center>Listing Compliance>Compliance Module> Regulation 76 (DP) – Reconciliation of share capital audit report

 All the listed entities are requested to take note of the same and comply accordingly.

Further, please note that said facility is currently made available for submissions related to Reco Report only.

 Listed entities are requested to note that there is no change in current process for XBRL submissions related to all other regulations / provisions except for Reco Report.

Link:-  https://www.bseindia.com/markets/MarketInfo/DispNewNoticesCirculars.aspx?page=20231229-59

20240101-18/ 01 Jan 2024/Circulars Listed Companies

Procedure to apply for waiver of fines levied as per SEBI circular SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January 22, 2020 through Listing Centre

This is with reference to the SEBI circular SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January 22, 2020, and Exchange circular 20220331-52 dated March 31, 2022, wherein SEBI has directed the Exchanges that they may deviate from the actions prescribed in SOP Circulars, if found necessary, only after recording reasons in writing. In this regard, the Exchanges have jointly formulated the carve out policy for granting waiver of fines. (Carve policy is attached as Annexure A for reference)

Companies intending to apply for waiver application shall do so by logging into Listing Centre. The path for the same is as follow:

Listing Centre > Listing Operations > Listing Module > Issue Type > Waiver > Sub process > Waiver

With effect from January 01, 2024, only those applications made through the Waiver Application Module of Listing Centre would be considered as valid waiver applications.

Link:  https://www.bseindia.com/markets/MarketInfo/DispNewNoticesCirculars.aspx?page=20240101-18

20240116-42/16 Jan 2024/Circulars Listed Companies

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Seventh Amendment) Regulations, 2023

Securities and Exchange Board of India (SEBI) has issued notification No. No. SEBI/LAD-NRO/GN/2023/161 dated December 21, 2023, regarding further amendment to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

These regulations may be called the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Seventh Amendment) Regulations, 2023.

Link: https://www.bseindia.com/markets/MarketInfo/DispNewNoticesCirculars.aspx?page=20240116-42

20240116-43/ 16 Jan 2024/Circulars Listed Companies

Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2023

The Securities and Exchange Board of India (SEBI) has issued notification No. SEBI/LAD-NRO/GN/2023/162 dated December 21, 2023, regarding further amendment to Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. These regulations may be called the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Third Amendment) Regulations, 2023.

Link: https://www.bseindia.com/markets/MarketInfo/DispNewNoticesCirculars.aspx?page=20240116-43

20240125-46/ 25 Jan 2024/Circulars Listed Companies

Extension of timeline for verification of market rumours by listed entities

The Securities and Exchange Board of India (SEBI) has issued circular no. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/7 dated January 25, 2024, regarding the extension of timeline for verification of market rumours by listed entities.

Considering the fact that the industry standards are under finalization and certain amendments to LODR Regulations are required for implementation of the aforesaid provision, it has been decided to extend the timeline for an effective date of implementation of the proviso to regulation 30(11) of the LODR Regulations for top 100 listed entities by market capitalization, to June 1, 2024, and for top 250 listed entities by market capitalization, to December 1, 2024.

Link:  https://www.bseindia.com/markets/MarketInfo/DispNewNoticesCirculars.aspx?page=20240125-46

John Doe