09 Oct 2018

The Companies (Prospectus and Allotment of Securities) Third Amendment Rules, 2018 (hereinafter “Rule(s)”) was published in the official gazette on 10th September, 2018 which is effective from 02nd October 2018. According to the Rules, the Ministry of Corporate Affairs, Govt. of India (hereinafter “MCA”) has mandated that every unlisted public company shall issue its securities only in dematerialised form and shall dematerialise all its existing securities as well.>>

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03 Oct 2018

Issuance of non-convertible debentures (NCDs) is one of most widely used methods through which companies have been raising money in the form of secured debt under private placement route. The issuance of NCDs are governed primarily through Sections 42 and 71 of the Companies Act, 2013 (‘Act’) read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 (“Securities Rules”) and the Companies (Share Capital and Debentures) Rules, 2014 (“Debenture Rules”). The Ministry of Corporate Affairs recently issued the Companies (Prospectus and Allotment of Securities) Second Amendment Rules, 2018 (“Amendment Rule”) on 7th August, 2018, which brought out various changes to the rules in relation to issuance of securities under private placement method.>>

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24 Jan 2018

Insolvency Resolution Process: Enhanced Checks and Balances

The Insolvency Resolution process regulation were recently amended[1] to ensure that resolution plan proposed for Corporate persons under Insolvency & Bankruptcy Code, 2016 (“Insolvency Code”) shall contain certain details of resolution applicant and other connected person to assess the credibility of such persons. Further, the amended regulation also provided for submission of all resolution plans to the Creditors committee along with the details of preferential transaction, undervalued transactions, extortionate credit transactions and fraudulent transactions to enable the Creditors’ committee to make an informed decision.>>

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12 Oct 2017

What you need to know about peer to peer (p2p) lending platforms:

Master directions by Reserve Bank of India (RBI)

Reserve Bank of India (RBI) on Oct. 4, 2017 issued a Master Direction[1] regarding the various registration/eligibility/compliance norms for P2P Lending Platforms which was a follow up action to the notification[2]  issued on 24 August, 2017 wherein RBI specified that a “non-banking institution that carries on the business of a peer to peer lending platform to be a Non-Banking Financial Company (“NBFC”).”>>

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25 Sep 2017

RBI Notifications On Peer To Peer Lending Platforms: More Confusion Than Clarity

Financial Newspapers (Sept.  21, 2017 edition) were widely reporting about the latest notification[1] issued by Reserve Bank of India which specified that a “non-banking institution that carries on the business of a peer to peer lending platform to be a Non-Banking Financial Company (“NBFC”).”>>

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21 Sep 2017

The Supreme Court of India (“SC”) recently delivered its first judgment [1] under the Insolvency and Bankruptcy Code (“IBC”) wherein SC has delved into (i) the circumstances which led to promulgation of the IBC and the legislative intent behind its promulgation; (ii) an in-depth examination of the provisions of the IBC relating to the Insolvency Resolution Process (“Resolution Process”) and (iii) the principles of repugnancy vis-à-vis IBC and State law. >>

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22 Mar 2017

The concept of Place of Effective Management (“POEM”) instead of “Place of Control and Management” (“POCM”) for determining the residential status of the companies was introduced by the Finance Act, 2015. POCM was based on place of incorporation or the place from where the company was ‘wholly’ controlled and managed. The reason for introducing the concept of “effective” management is that there may be cases where a company may have more than one place of management; however, there can only be one place of “effective” management at any point in time- and it is this place which will be used for determining the tax residency of a company.>>

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18 Jan 2017

The Insolvency and Bankruptcy Code notified on 28th May, 2016 (“Code”), lays down the structure for a unified insolvency and bankruptcy resolution mechanism in India. This is an important legislation for corporate India because the term "insolvency" has not previously been defined under India’s corporate law framework, although Section 433 of the erstwhile Companies Act 1956 provided for grounds of winding up a company that is "unable to pay its debts". [Black’s Law Dictionary defines the term “insolvency” as “the condition of being unable to pay debts as they fall due or in the usual course of business”][1].>>

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26 Aug 2016

The Competition Act, 2002 (the “Act”) provides the Competition Commission of India (the “Commission”) with two mechanisms viz. enforcement and advocacy to promote competitive markets and thereby protect consumers. “Competition advocacy” refers to those activities conducted by the competition agency to promote a competitive environment by means of non-enforcement mechanisms, and mainly through its relationships with other government bodies and by increasing public awareness of the benefits of competition[1].>>

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