The Monthly Digest – January 2021

Alternative Investment Funds Regulations, 2012

The Securities Exchange Board of India (“SEBI”) vide notification dated January 8, 2021, has added a proviso after Regulation 20(6)(iv) of the SEBI (Alternative Investment Funds) Regulations, 2012.

In exercise of the powers conferred by sub-section (1) of Section 30 read with sub-section (1) of Section 11, clause (ba) and clause (c) of sub-section (2) of section 11 and sub-section (1) and (1B) of Section 12 of the Securities and Exchange Board of India Act, 1992 (15 of 1992) the Board hereby makes regulations to further amend the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012

The newly inserted proviso excludes the applicability of the following clauses on AIFs in which each investor (other than the Manager, Sponsor, employees, or directors of the AIF/the Manager) has committed to invest not less than INR 70 crores (or its equivalent in any other currency), and has furnished a waiver of such clauses (in the manner prescribed in the circular dated January 8, 2021):

(a) Clause (i) to the proviso of Regulation 20(g) – Members of the Investment Committee constituted by the Manager, and the Manager shall be equally responsible for investment decisions; and

(b) Clause (ii) to the proviso of Regulation 20(g) – The Manager and members of the Investment Committee shall jointly and severally ensure that the investments comply with the regulations, terms of the placement memorandum, agreement with the investor, any other fund documents, and applicable law. Read More.

Listing Obligations and Disclosure Requirements Regulations, 2015

In Schedule III, in Part A, in clause 16, the existing sub-clause (l) shall be substituted with the following, namely,

1.Specific features and details of the resolution plan as approved by the Adjudicating Authority under the Insolvency Code, not involving commercial secrets, including details such as:

(i) Pre and Post net-worth of the company;

(ii) Details of assets of the company post-CIRP;

(iii) Details of securities continuing to be imposed on the companies’ assets;

(iv) Other material liabilities imposed on the company;

(v) Detailed pre and post shareholding pattern assuming 100% conversion of convertible securities;

(vi) Details of funds infused in the company, creditors paid-off;

(vii) Additional liability on the incoming investors due to the transaction, source of such funding, etc.;

(viii) Impact on the investor – revised P/E, RONW ratios etc.;

(ix) Names of the new promoters, key managerial persons(s), if any, and their past experience in the business or employment. In the case where promoters are companies, history of such company and names of natural persons in control;

(x) Brief description of business strategy.”

2. Under point A, in clause 16, after the existing sub-clause (m), the following new sub-clauses shall be inserted, namely,
3. n) Proposed steps to be taken by the incoming investor/acquirer for achieving the MPS;
4. o) Quarterly disclosure of the status of achieving the MPS;
5. p) The details as to the delisting plans if any approved in the resolution plan.” Read More

Issue of Capital and Disclosure Requirements Regulations, 2018

SEBI via a notification dated January 8, 2021, has amended the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 as follows:

1. Withdraw of voting rights when the restriction on lock-in of equity shares held by the promoters till conversion into equity shares having same voting rights as ordinary shares, contained in Regulation 115(c)
2. Under Regulation 167(4), equity shares issued on a preferential basis as reported to any resolution of stress assets (under a framework specified by RBI), or a resolution plan approved by the NCLT, to such extent as required to achieve 10% public shareholding, shall not be subject to the 1-year lock-in requirement; and

If the equity shares are frequently traded for at least 3 years immediately preceding the reference date the requirement for minimum promoter contribution shall not be applicable, subject to the newly inserted provisos and if the issuer:
(i) has redressed at least 95% of the complaints from investors till the end of the quarter immediately preceding the month of the reference date; and
(ii) is in compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for at least 3 years immediately preceding the reference date.
Read More

Relaxation for certain compliances under LODR Regulations

Due to COVID-19. SEBI has given relaxation for the following compliances, under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for listed entities, till December 31, 2021:

1. The requirement to send physical copies of the annual report to shareholders, and

Requirement of proxy for general meetings held through electronic mode. Read More

Relaxations relating to procedural matters – Issues and Listing

SEBI granted one-time relaxations from strict enforcement of certain Regulations of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, pertaining to Rights Issue opening up to July 31, 2020.

Such a relaxation was originally provided vide circular dated May 6, 2020. Read More

CORPORATE LAWS

The MCA notified the provisions of the Companies (Amendment) Act, 2020 (“Amendment Act”) as listed hereinbelow, with immediate effect.

65. No. Section
    1 Section 2
    2 Section 11;
    3 Clause (c) of section 18;
    4 Clause (ii) of section 22;
    5 Section 25;
    6 Section 27;
    7 Section 53;
    8 Section 55;
    9 Section 58 to section 60 (both inclusive);
    10 Section 62; and
    11 Section 64 and section 65.
    Read More

Companies (Incorporation) Amendment Rules, 2021

The MCA on dated January 25, 2021, notified the Companies (Incorporation) Amendment Rules, 2021, which amends the Companies (Incorporation) Rules, 2014 (“Incorporation Rules”). The following key amendments have been introduced in the Incorporation Rules:

1. Rule 41(6) of the Incorporation Rules relating to procedural aspects at the time of submission of further information/clarification required by the jurisdictional Regional Director relating to an application filed for the conversion of a public company to a private company; and

Rule 41(6)(d) of the Incorporation Rules has been omitted. Read More

LABOUR LAWS

The Union Ministry of Labour and Employment is working to roll out new labour codes, where it proposes flexibility to companies to reduce the number of working days to four days a week and provide free medical check-ups to workers through state insurance. However, the cap on working hours of 48 hours per week will remain sacrosanct.