MCA extends last date of filing of AOC-4 and MGT-7 E-Forms to 30.01.2016 to Tamil Nadu & Pondicherry

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MCA

The Circular from Ministry of Corporate Affairs extends one more month time, for Annual Filings of MGT -7 , Annual Return & AOC-4, Audited Financial Statements, without additional fees, to Tamil Nadu & Pondicherry, which were affected by floods.

The extract of the circular issued today, i.e., 30 December, 2015 is as below:

 

In continuation of the ministry’s circular 15/2015 dated 30.11.2015, keeping in view the requests received from various stakeholders stating that due to heavy rains and floods in the State of Tamil Nadu and Union Territory of Puducherry, the normal life/work was affected, it has been decided to relax the additional fees payable for the State of Tamil Nadu and UT of Puducherry on e-forms AOC-4, AOC (CFS) AOC-4 XBRL and e- Form MGT-7 up to 30.01.2016, wherever additional fee is applicable.

The last date of filing forms AOC-4 (XBRL, non-XBRL & CFS) and MGT-7 till 30th Dec 2015, without additional fees, has ended.

 

The Ministry of Corporate Affairs, Government of India has earlier vide its General Circular No.15/2015 dated 31/11/2015, extended the last date for filing the Annual Returns by 30 days and relaxed the additional fees for the forms filed till December 31, 2015. This has ended now.

 

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Global mergers and acquisitions hit all-time high in 2015 at $4.86 trillion: Dealogic report

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Global M&A volume at USD 4.86 trillion in 2015 was the highest on record for any year, surpassing the previous record of USD 4.61 trillion in 2007.

The 2015 was a record year for global merger and acquisitions (M&A) as corporates announced deals worth USD 4.86 trillion and a significant portion of this came from Asia Pacific targeted deals, says a report.
According to global deal tracking firm Dealogic, global M&A volume at USD 4.86 trillion in 2015 was the highest on record for any year, surpassing the previous record of USD 4.61 trillion in 2007.

Moreover, this year’s total is a good 33 per cent higher than the last year.

In another first, the Asia Pacific targeted M&A broke the USD 1 trillion mark, reaching USD 1.16 trillion in 2015, and accounted for a record 24 per cent share of global M&A.

Sectorwise, healthcare was the top ranked sector in 2015 with USD 708.7 billion, up 62 per cent from 2014 when deals worth USD 436.3 billion were announced.

Technology was a close second with record high volume and activity (USD 697.4 billion by way of 9,038 deals), almost double 2014 volume (USD 326.1 billion).
The four largest technology deals on record were all announced in 2015, led by Dell’s USD 66 billion bid for EMC, announced on October 1.
Meanwhile, Goldman Sachs (USD 1.76 trillion), Morgan Stanley (USD 1.49 trillion), JPMorgan (USD 1.48 trillion) and Bank of America Merrill Lynch (USD 1.12 trillion) all recorded their highest annual advisory volumes on record.

All these firms surpassed their previous M&A records set in 2007, the report added.

 

Source: http://economictimes.indiatimes.com/articleshow/50354461.cms?utm_source=contentofinterest&utm_medium=text&utm_campaign=cppst

Fraud reporting norms increase responsibility on auditors: Report

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Immaterial frauds will now form a part of the annual report, and the requirement to report immaterial frauds to the central government has been done away with, it noted.

Statutory auditors will now have to mandatorily report to the Centre all corporate frauds amounting to Rs. 1 crore or above.

 

By specifying a threshold of Rs. 1 crore, the Corporate Affairs Ministry (MCA) has now done away with the requirement to report immaterial frauds to the Centre.

 

The Ministry has also now spelt out the procedure for fraud reporting to the Centre. First, the auditor has to inform the Board or audit committee and seek their views within 45 days.

 

On receipt of audit committee’s views, the auditor would have to within 15 days send his report to the Centre.

 

For frauds involving amounts lower than Rs. 1 crore, statutory auditors now need to report this matter only to the audit committee of the company, the Ministry has said amending rules for this purpose.

 

The reporting to the audit committee would have to be done not later than two days of his knowledge of the fraud.

 

Prior to this Ministry move, the company law required statutory auditors to report to the Centre all frauds by the company or against it.

 

Vishal Seth. Managing Director and National Leader IFRS and Financial Reporting Advisory, Protiviti India, Indian arm of a global consulting firm, said this threshold of Rs. 1 crore was a “fairly reasonable” given the magnitude of transactions in India.

 

“This is a big change in India. There was a need for a threshold and the Ministry has now specified it,” Seth told Business Line here.

 

Meanwhile, KPMG in India said in a note that the Ministry’s move on fraud reporting would increase responsibility of auditors. The amended rule prescribing the timelines for fraud reporting indicates the effort the Ministry is putting to increase the efficiency and timelines of such reporting, KPMG has said.

 

Related party transactions

 

The Ministry has now amended rules to specify that an audit committee would be empowered to provide “omnibus approvals” for related party transactions (RPTs) so long as certain conditions are met.

 

The conditions specified by the Ministry are largely similar to the Listing Regulations.

 

Yogesh Sharma, Partner, Grant Thornton India LLP, said this will certainly assist in ease of doing business without compromising the intent of the law.

 

Moreover, omnibus approval process was already included in the SEBI listing guidelines and hence this change will align the two requirements, he added.

 

For RPTs, the Company Law enacted in 2013 required every individual transaction to be approved by the Audit Committee. This made the approval process inefficient and delayed the decision making. For instance, each repeat transaction also required a separate approval.

 

The company law amendments in 2015 enabled “omnibus approval” for RPTs on annual basis that meet specified conditions prescribed in rules. The Ministry has now specified the conditions under which such omnibus approvals could be provided.

 

Reacting to the Ministry’s move, CA Institute President Manoj Fadnis welcomed the threshold specified by the Ministry. “This will bring certainty to the auditors as to the frauds that are to be reported to the central government and those that are to be reported to the audit committee,” he told Business Line .

Greater vigil

  • The auditor must first report the fraud to the company’s audit panel
  • The audit panel will have to give its views in 45 days
  • Within 15 days of that, the auditor will have to send his report to the Centre
  • Frauds amounting to less that Rs. 1 crore will need to be reported only to the company’s audit panel

Source: http://www.thehindubusinessline.com/todays-paper/tp-news/rules-eased-auditors-need-to-report-to-centre-corporate-frauds-of-over-rs-1-cr/article8029996.ece

SEBI relaxes listing, fund-raising norms for startups

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In a major boost for startups, capital markets regulator SEBI has relaxed its regulations for them to list and raise funds through a dedicated platform on domestic stock exchanges, rather than going overseas. Under the new norms approved by SEBI’s board, the stock exchanges would have a separate institutional trading platform for listing of startups from the new age sectors, including e-commerce firms, while the minimum investment requirement would be Rs 10 lakh.

For their listing, SEBI has relaxed the mandatory lock-in period for the promoters and other pre-listing investors to six months, as against three years for other companies. Besides, the disclosure requirements for these companies have also been relaxed, SEBI Chairman U K Sinha told reporters after the board meeting.

At least 25 per cent of their pre-issue capital would need to be with institutional investors for technology startups, while this requirement would be 50 per cent for companies from other areas. Sinha said “Indian startup space is very vibrant and the country is ranked number five as far as startups are concerned. More than 3,100 startups are there in the country and a large number of M&As have also happened.” “However, most of these startups were thinking of listing outside. We have made a very special provision for startups,” he added.

According to PTI, under the new norms, 75 per cent shares can be reserved for institutional investors, while allocation can be on discretionary basis for such investors. For non-institutional categories, it will be on proportional basis.

SEBI has also provided for reclassification of promoters as public investors provided they let go all their special rights, including voting powers, and do not own more than 10 per cent stake. However, an outgoing promoter can serve as a CEO or hold other senior positions for up to three years if the same is approved by the company’s board.

Source: http://yourstory.com/2015/06/sebi-startups-funding/

SEBI allows foreign venture funds to register as FPIs, plans to finalize listing norms for startups soon

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Capital markets regulator SEBI has said that Foreign Venture Capital Investors (FVCIs) can be granted registration as a foreign portfolio investor if they meet certain guidelines.

The announcement came following a query from designated depository participant seeking clarification with regard to any restrictions on applicants, holding registration as a FVCI, from obtaining registration as a FPI (Foreign Portfolio Investor).

FVCI is an investor incorporated or established outside of India who can invest either in a domestic venture capital fund or a venture capital undertaking (domestic unlisted company), while FPI comprises of FIIs, sub-accounts and Qualified Foreign Investors.

In the circular, Securities and Exchange Board of India (SEBI) said depository participants may consider an applicant, holding FVCI registration, for grant of registration as a FPI.

The capital markets regulator “do not expressly prohibit FVCI from holding registration as a FPI.” However, the registration is subject to certain criteria like the applicant complies with the eligibility criteria as prescribed under the FPI regulations.

Other criteria include funds raised, allocated and invested must be clearly segregated for both registrations, reporting of transactions must be done separately and there should be clear segregation of securities held under FVCI and FPI registrations.

“Separate accounts must be maintained with the custodian for execution of trades. However, such an applicant shall have same custodian for its activities as FPI and FVCI,” SEBI noted.

Also, to attract technology startups to the domestic stock markets, SEBI is all set to make their listing and fund raising requirements easier. The final norms, which would be presented for approval from the SEBI’s board later this month, have been finalised after taking into account suggestions from all stakeholders to the draft guidelines released in March, sources said.

Asking technology startups founded by Indians to remain within the country, SEBI Chairman U K Sinha, last weekend, had promised an easier set of regulations for them to get listed and raise funds from the domestic stock market. “We are going to take a decision very soon in this regard. We are looking into how to make it easier for them to raise money,” Sinha had said.

The new norms are expected to help startup companies raise funds within India and stop their flight to overseas markets. “What is happening today is most of these startups, who have been reasonably successful, they are getting attracted to the New York Stock Exchange or Singapore Stock Exchange,” Sinha had said.

“They do not want to get listed here for varieties of reasons. They are getting attracted to foreign markets. Our effort is to provide a mechanism that they get listed in India itself, for the benefit of the country and for the benefit that the country’s startups remain within the country,” he had added.

Under the new norms, the entire pre-issue capital is expected to be locked-in for a period of six months for all shareholders. At present, promoters are required to offer a minimum of 20 per cent of post-issue capital as lock-in for a period of three years. Besides, SEBI is expected to make easier disclosure norms for startup listings. While filing the draft offer document with the capital market watchdog, such firms will only need to disclose broad objectives in line with the major international jurisdictions.

SEBI has already made it easier for the Small and Medium Enterprises (SMEs) to raise money from capital markets. “SMEs are primarily dependent on bank loans today and we know that banks have their own limitations. We have created separate platforms for SMEs at the two top exchanges BSE and NSE. We have balanced the requirement of safeguarding the investors and also facilitating the fund requirement of the SMEs.
Source: http://yourstory.com/2015/06/sebi-allows-foreign-venture-funds/

BSE plans platform for listing startups, easy access to capital

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Leading stock exchange BSE has set up an advisory group to suggest ways to develop BSE Hi-Tech, a platform to help startups list and access capital from sophisticated investors in the securities market. The 13-panel group, which held its first meeting, includes experts from the start-up ecosystem, investors, merchant bankers and legal professionals who will advise BSE on the newly proposed framework on BSE Hi-Tech, which will be based on the new institutional trading platform norms announced by regulator SEBI in August 2015.

Nasscom’s Ravi Gururaj, Khaitan & Co partner Rajiv Khaitan, Tie executive director Naveen Raju and Accel Partners partner Shekhar Kirani, are among the members in the group. “In order to develop BSE Hi-Tech, a platform where young fast growing companies can list and access capital from sophisticated investors, the Exchange has decided to form an advisory group,” the BSE said in a statement.

The group is mandated to interact with various stakeholders including the government, Sebi and industry associations and support in framing policies for the creation of a robust platform. “Deliberations and suggestions will be forwarded to the regulator for their consideration,” the exchange added.

In recent years, the Indian startup ecosystem has witnessed tremendous growth and has come into its own driven by factors such as massive funding, consolidation activities, evolving technology and a burgeoning domestic market. These entrepreneurs need a platform to reach out to potential investors and raise funds to fuel growth.

Source: http://yourstory.com/2015/12/bse-startup-listing/

RBI sets up helpline for startups on fund-raising

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With startups raising funds from a variety of offshore sources, including individuals, private equity players and crowdsourcing, the RBI has set up a dedicated helpline for advice on cross-border remittances which are subject to guidelines issued under the foreign exchange management act.

 

Although businesses are supposed to know the law before they raise capital, many of the startups are being promoted by very young and inexperienced individuals. Moreover, the amount raised by some of them run into only a few lakhs, making it difficult for them to hire law firms.

 

The helpline is actually an email ID (helpstartup@rbi.org.in) through which RBI will respond to queries. The central bank said that it will offer guidance/assistance to them for undertaking cross-border transactions within the ambit of the regulatory framework.

 

“While seeking guidance, the enterprises should provide complete information to the RBI and mention the specific issues on which they need guidance in relation to the Foreign Exchange Management regulations. This would enable the personnel attending the helpline to offer timely and effective information.”

 

In his Independence Day speech, Prime Minister Narendra Modi had announced that government would take measures to promote startups in the country. Since then, the government has sought inputs from investors like SoftBank president Nikesh Arora and Snapdeal CEO Kunal Bahl and former Infosys director Mohandas Pai. The department of industrial policy and promotion had drawn up an action plan to address concerns of entrepreneurs. One of the issues raised was the cumbersome process in complying with the Foreign Exchange Management Act (FEMA) documentation.

 

Startups usually undertake a wide range of cross-border transactions including those related to investment. Cross-border transactions of resident Indians are subject to the regulatory regime provided by the Foreign Exchange Management Act, 1999.

 

Source: http://timesofindia.indiatimes.com/business/india-business/RBI-sets-up-helpline-for-startups-on-fund-raising/articleshow/50290682.cms