Significant Beneficial Ownership

https://www.sebi.gov.in/legal/circulars/dec-2018/disclosure-of-significant-beneficial-ownership-in-the-shareholding-pattern_41245.html

SEBI has now come out with a circular as per the above link to ask for details of significant beneficial ownership to be provided by companies as part of their quarterly shareholding pattern disclosure under LODR. It will become effective from quarter ended 31st March, 2019.

So this is apart from the BEN1, BEN2 under the Companies Act, 2013 which I believe is not yet notified.

Of course, SEBI regulations will apply to the listed companies only so the listed companies will have to file dual disclosures at the stock exchanges and also with the MCA. So much for "ease of doing business".

BSE Start-up Platform

BSE circular dated 21st June, 2018 on the above subject.

Trading Members and participants are hereby informed that BSE SME segment has emerged as preferred platform for SME in India with highest number of listed companies.

In order to provide further incentive to the companies which are “Startups” in the sector of IT, ITES, Bio-technology and Life Science etc., the Exchange is pleased to announce that “BSE Startup Platform” is enabled on BSE SME Segment.  

This platform will facilitate the listing of companies in the sector of IT, ITES, Bio-technology and Life Science, 3D Printing, Space technology, E-Commerce, Hi- Tech Defense, Drones, Nano Technologies, Artificial Intelligence, Big data, Enhance/Virtual Reality, E-gaming, Exoskeleton, Robotics, Holographic Technology, Genetic Engineering, Variable Computers Inside body computer technology and any other Hi-tech based company.

The criteria for listing on “BSE Startup Platform” is as follows:

1.       The pre issue paid up Equity share Capital of the company should be minimum of Rs. 1 crore.

2.       The company should be in existence for a minimum period of 3 years on the date of filing the draft prospectus with BSE

3.       There should preferably have investment by QIB investors (as defined under SEBI ICDR Regulations, 2009) / Angel Investors for a minimum period of 2 years at the time of filing of draft prospectus with BSE and such aggregate investment should be at least Rs. 1 crore

4.       The company should have positive net-worth

5.       The Company should not have been referred to National Company Law Tribunal (NCLT) under Insolvency and Bankruptcy Code, 2016

6.       There should be no winding up petition against the company that has been accepted by the National Company Law Tribunal (NCLT)

The companies listing on BSE Startup Platform with the above mentioned criteria will follow all the other conditions applicable for listing of SME Companies under Chapter XB of “SEBI (ICDR) Regulations, 2009”, relating to disclosures, migration to main Board, etc.

SEBI order reg appointment of Directors by listed companies

Bombay Stock Exchange (BSE) has issued a circular dated 20th June, 2018 wherein it has referred to the SEBI order dated 14th June, 2018 debarring entities/ individuals from accessing the capital markets and/ or restraining from holding position of a director in listed companies.

1.      SEBI has issued certain directions for the Listed Companies which are as follows:

·         Listed companies and its Nomination Committee while considering a person for appointment as director shall verify that the said person is not debarred from holding the office of director pursuant to any SEBI order.  

·         The Listed Companies shall, while informing the Exchange through corporate announcements for appointment of Director, specifically affirm that the Director being appointed is not debarred from holding the office of director by virtue of any SEBI order or any other such authority.

Non-inclusion of such fact will be regarded as inadequate submission and the same would be subject to action as deemed fit under Regulation 30 of the LODR.  

·         In case an existing director is restrained from acting as a director by virtue of any SEBI order or any other such authority, the director shall voluntarily resign with immediate effect.

Failing which the listed entity shall initiate the process of removal of such director in terms of relevant sections of the Companies Act, 2013, and inform the Exchange about the same.  

https://www.bseindia.com/corporates/Displaydata.aspx?Id=d30893b5-8e5e-4842-a37d-da3e595ff58c&Page=cir

with inputs from my team member Amita Jadav. 

Sovereign Gold Bonds Scheme

Sovereign Gold Bonds Scheme, Operational Guidelines

https://www.rbi.org.in/Scripts/NotificationUser.aspx?Id=11138&Mode=0

This has reference to the GoI notification F.No.4(25)-B/(W&M)/2017 and RBI circular IDMD.CDD.No.929/14.04.050/2017-18 dated October 06 2017 on the Sovereign Gold Bonds,. FAQs in this regard have been placed on our website (www.rbi.org.in). Operational guidelines with regard to this scheme are given below:

1. Application

Application forms from investors will be received at branches during normal banking hours from Monday to Wednesday of every week (both days inclusive). Receiving Offices need to ensure that the application is complete in all respects as incomplete applications are liable to be rejected. Relevant additional details may be obtained from the applicants, where necessary. The Receiving Offices may make arrangements to enable the investors to apply online, in the interest of better customer service

2. Joint holding and nomination

Multiple joint holders and nominees (of first holder) are permitted. Necessary details may be obtained from the applicants as per practice.

3. Know-Your-Customer (KYC) requirements

Know-Your-Customer (KYC) norms shall be the same as that for purchase of physical form of gold. Identification documents such as passport, Permanent Account Number (PAN) Card, Voter's Identity Card, Aadhaar card shall be required. In case of minors only, the bank account number may also be considered as valid for KYC verification. KYC will be done by the issuing banks/SHCIL offices/Post Offices/agents. It may be ascertained from the investor, if he/she has made a previous investment in SGBs or IINSC-C and hence in possession of an Investor ID. If so, the investments may be made under the unique Investor ID only.

4. Cancellation

Cancellation of application is permitted till the closure of the issue, i.e. until Wednesday of the particular week of subscription. Part cancellation of submitted request for purchase of gold bonds is not permitted. No interest on application money needs to be paid if the application is cancelled.

5. Lien marking

As the bonds are government securities, lien marking, etc. will be as per the extant legal provisions of Government Securities Act, 2006 and rules framed there under.

6. Agency arrangement

Scheduled Commercial Banks may engage NBFCs, NSC agents and others to collect application forms on their behalf. Banks may enter into arrangements or tie-ups with such entities. Commission for distribution shall be paid at the rate of rupee one per hundred of the total subscription received by the receiving offices on the applications received and receiving offices shall share at least 50% of the commission so received with the agents or sub-agents for the business procured through them.

7. Processing through RBI’s e-Kuber system

Sovereign Gold Bonds will be available for subscription at the branches of scheduled commercial banks and designated post offices through RBI’s e- Kuber system. The e-Kuber system can be accessed either through INFINET or Internet. The Receiving Offices need to enter the data or carry out bulk upload for the subscriptions received by them. They may ensure accuracy of entry of data to prevent occurrence of any inadvertent errors. An immediate confirmation will be provided to them for receipt of application. In addition, a confirmation scroll will be provided for file uploads to enable the Receiving Offices to update their database. On the date of allotment, Certificates of Holding will be generated for all the subscriptions in the name of the sole/principal holder. The Receiving Offices can download the same and take printouts. The Certificates of Holding will also be sent through e-mail to the investors who have provided their email address. The securities will be credited in their de-mat accounts by the depositories, in due course, subject to matching of particulars furnished in the application with the depositories’ records.

8. Printing Certificates of Holding

Holding Certificate needs to be printed in colour on A4 size 100 GSM paper.

9. Servicing and follow up

Receiving Offices, i.e., branches of the Scheduled Commercial Banks, designated post offices, SCHIL and stock exchanges (NSE Ltd and BSE) will “own” the customer and provide necessary services with regards to this bond e.g. update contact details, receive requests for premature encashment, etc. Receiving Offices will be required to preserve applications till the bonds are matured and are repaid.

10. Tradability

The Bonds shall be eligible for trading on a date notified by the Reserve Bank of India. (It may be noted that only bonds held in demat form with depositories can be traded in stock exchanges)