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February 2017

Corporate Amicus: December 2016

Article

Stamp duty payable on scheme of Amalgamation-

Recent Bombay High Court judgement has sparked a debate on the issue of stamp duty payable on the order sanctioning the scheme of amalgamation where the transferor and transferee companies have registered offices in two different States in India. It has been held that it is mandatory for both companies to approach their respective jurisdictional High Court and on receipt of their Section 394 Orders (even if their schemes are the same) from their High Courts must pay stamp duties as are relevant to those States. Capturing the legal history of stamp duty payable on an order of a High Court under Section 391 of the Companies Act, 1956, the article states that the decision will now be tried and tested as the matter is pending hearing before the Supreme Court.

 

Notifications & Circulars

  • Issuance of Rupee denominated bonds overseas – RBI amends Master Direction on External Commercial Borrowings, Trade Credit, Borrowing and Lending in Foreign Currency by Authorised Dealers and Persons other than Authorised Dealers.
  • FDI in pension sector - Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India) Regulations, amended
  • Insolvency and Bankruptcy regime – MCA notifies numerous provisions of Code, while Insolvency and Bankruptcy Board of India (IBBI) notifies two sets of Regulations for governing insolvency professional agencies
  • Benami Transactions prohibition law comes into force

 

Ratio decidendi

  • Foreign investments and enforcement of corporate guarantee - Apex Court overrules Bombay HC Order however question as to whether a non-resident investor can indirectly secure assured return on its investment in India by routing the investment through an Indian entity which in turn invests through otherwise impermissible debt instruments, not clear
  • Companies Law – NCLT enhances time for liquidating liability under fixed deposits accepted by company
  • Arbitration proceedings commencing outside India – Delhi High Court has held that Section 26 of the Arbitration and Conciliation (Amendment) Act, 2015 does not bar applicability of the said Act to proceedings which commenced outside India

 

December, 2016/Issue-63 December, 2016/Issue-63

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