CORPORATE LAW UPDATES
CIRCULAR NO. SEBI/HO/DDHS/DDHS_DIV1/P/CI R/2022/0000000006, DATED 07-01-2022
SEBI prescribes disclosure obligation for high-value debt listed entities relating to Related Party Transactions
Editorial Note : The SEBI vide circular dated 22.11. 2021 specified disclosure obligations of listed entities in relation to Related Party Transactions with respect to specified securities: as viz. i). Information to be reviewed by the Audit Committee for approval of RPTs; (ii) Information to be provided to shareholders for consideration of RPTs and; iii) Format for reporting of RPTs to the Stock Exchange. Now. SEBI has clarified that such disclosure would also be applicable to high-value debt listed entities.
Clarification on timing of submission of No Objection Certificates (NOCs) from banks / financial institutions in case of scheme of merger / arrangement by Listed entities
Pursuant to the provisions of SEBI (Listing Obligations & Disclosure requirements) (LODR) regulations, in case of merger / arrangement of a Listed entity, the concerned entity is required to obtain NOC from its scheduled commercial banks / financial institutions / debenture trustees (as the case may be) to the proposed merger. Further, listed entity is also required to obtain NOC from the respective Stock Exchange where its shares are listed. Once obtained, both the aforesaid NOCs are to be submitted with SEBI.
Accordingly, SEBI vide circular dated 3rd January 2022 has clarified that every listed entity undertaking a scheme of merger / arrangement shall first submit with SEBI the NOC obtained from scheduled commercial banks / financial institutions / debenture trustees (as the case may be) followed by the NOC obtained from respective Stock Exchange.
DGFT
Importer-Exporter Code (IECs) not updated after 1st July 2020 shall be deactivated from 1st February 2022
DGFT vide notification dated 12th February 2021 had mandated all IEC holders to ensure that their IEC details were updated electronically on the web portal of DGFT on an annual basis during the 1st quarter of every FY starting from April – June 2021. However, considering the issues faced by many IEC holders, DGFT from time to time had extended the due date for IEC updation up till 31st August 2021.
Further repeated intimations were also issued to the IEC holders vide trade notice(s) dated 20th September 2021 and 19th November 2021 prior to the start of the IEC deactivation process.
Accordingly, after various reminders and intimations, DGFT vide trade notice dated 14th January 2022 has notified that all IECs which have not been updated by the respective IEC holders after 1st July 2020 shall be mandatorily deactivated with effect from 1st February 2022. The concerned IEC holders are provided an opportunity to update their IEC latest by 31st January 2022, failing which the given IECs shall be deactivated from 1st February 2022.
Any IEC deactivated after 31st January 2022 can be reactivated through the web based portal of DGFT wherein the IEC holder shall have to update the IEC online and shall not require any manual intervention or physical office visits.
Ministry of Corporate Affairs (MCA) increases late filing fees up to 18 times in certain cases of delay in filings
MCA vide notification dated 11th January 2022 has notified the provisions of section 56 of the Companies (Amendment) Act, 2020 along with Companies (Registration Offices & Fees) Amendment Rules, 2022 which shall come into effect from 1st July 2022 onwards.
According to the said provisions, whenever there is a default on 2 or more occasions in filing certain e-forms prescribed under the Companies Act, 2013, then such delayed filings shall be subject to the payment of higher additional late filing fees as below:
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