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June 2017

Corporate Amicus: April 2017

Article-1

Scope of ‘Any other person’ under Companies Act, 2013 : -

Answering the question as to whether a person who is unable to demonstrate having an ‘interest’ in the affairs of a company, is entitled to obtain copies of such company’s statutory registers, NCLT has recently held that the term ‘any other person’ in relation to a company should include any person who has a business interest in such company, such as a creditor, investor, banker, customer, etc., and not a rank outsider to the company. Relying on principles of ‘Ejusdem Generis’ rule of construction, and various provisions of the Companies Act, it is stated that the phrase denotes a person having commercial and/or legal interest in the affairs of a company. According to the author, while contradictory views have been expressed by the CLB earlier and Courts have permitted access to ‘outsiders’ after due consideration of ‘proper purpose’, it would be interesting to see how the issue evolves.

 

Article-2

E-Waste (Management) Rules, 2016 – Highlights -

E-Waste (Management) Rules, 2016 are applicable to every manufacturer, producer, consumer, bulk consumer, collection centres, dealers, e-retailer, refurbisher, dismantler and recycler involved in manufacture, sale, transfer, purchase, collection, storage and processing of e-waste or electrical and electronic equipment. The article in this issue of Corporate Amicus highlights certain key features like, definition of consumable, components, channelization, dealer, deposit fund scheme, end-of-life, e-retailer, e-waste exchange, etc. Elaborating on the concept of Extended Producer Responsibility, the author states that the new rules prescribe the responsibilities of the manufacturer which were previously not considered in the EWM Rules, 2011, and that generally, the compliance requirements under the EWM Rules, 2016, are more stringent than the EWM Rules, 2011.

 

Notifications & Circulars

  • External Commercial Borrowing by LLPs - Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2000 amended to relax regime governing foreign direct investment in LLPs
  • FDI in e-commerce entities - Foreign Exchange Management (Transfer or issue of Security by a Person Resident outside India) Regulations, 2000 amended to allow 100% FDI under automatic route in market place model of B2B e-commerce
  • SEBI revises regulatory framework for sanctioning scheme of arrangement of listed entities
  • Foreign parent company may hedge exposure to transactions of Indian subsidiary - Foreign Exchange Management (Foreign Exchange Derivative Contracts) Regulations, 2000 amended
  • Payment Systems – RBI releases draft of Master directions on issuance and operation of pre-paid payment instruments in India
  • Corporate Governance Standards for insurance companies in India – IRDAI mandates ‘Code for stewardship’
  • Rationalisation of Tribunals – NCLT to hear appeals against CCI Orders, while IPAB to deal with matters presently heard by Copyright Board

 

Ratio decidendi

  • ‘Offer Period’ under Takeover Regulations – Supreme Court overrules SAT and holds that offer period triggered on execution of Special Purchase Agreement
  • Exemption from requirement of making public offer in case of inter-se promoter transfer-SEBI clarifies scope

 

April, 2017/Issue-67 April, 2017/Issue-67

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