Listing non-compliances

SEBI has issued a circular dated 22nd January 2020 standardising the fees for various non compliances by listed companies of the provisions of the Listing Obligations and Disclosure Requirements Regulations 2015. Some of the fines are indeed very steep and prohibitive and it is therefore in the company's interests to be fully compliant both in letter and spirit of the law.

https://www.sebi.gov.in/legal/circulars/jan-2020/non-compliance-with-certain-provisions-of-the-sebi-listing-obligations-and-disclosure-requirements-regulations-2015-and-the-standard-operating-procedure-for-suspension-and-revocation-of-trading-of-_45752.html

Details are in the above link. 

compliances for Drone Operators

PIB press release dated 13th January 2020 on the need for drone operators to register their drones with the agency. There is a portal in which they need to register and they will be given some unique identification numbers. All this to be done by 31st January, 2020.

In order to facilitate the identification of civil drones and drone operators, a one-time opportunity for voluntary disclosure of such drones and drone operators is now being provided by the Ministry of Civil Aviation (MoCA). The persons in possession of drones are required to submit the information to the government, starting from 14^th January 2020 by visiting the Digital Sky portal at https://digitalsky.dgca.gov.in. Drones and Drones operators have to obtain Unique Identification Number (UIN), Unmanned Aircraft Operator Permit (UAOP) and other operational requirements as per the guidelines issued by the Directorate General of Civil Aviation (DGCA) which regulates the use of drones in the Indian Airspace.

It was brought to the notice of the Government of India that such drones and drone operators are not complying with the CAR mentioned abovThe conditions of No Permission-No Takeoff (NPNT) as envisaged in the aforesaid CAR are not mandatory for this purpose whereas if drones are operated without due permission, the aforesaid process of CAR is violated. The deadline to submit the required information to the Government is 31^st January 2020.

On successful submission of voluntary disclosure of possessing drone, a Drone Acknowledgement Number (DAN) and an Ownership Acknowledgement Number (OAN) will be issued online which will assist in validation of operations of drones in India. However, the DAN or OAN does not confer any right to operate a drone(s) in India, if it does not fulfill the provisions given in the CAR. Further, ownership of drone(s) in India without a valid DAN or OAN shall invite penal action as per applicable laws.

Any clarification or additional information in this regard may be sought from Digital Sky Help desk at support-digisky@gov.in. 

Related Party Transactions Compliances

A related party with reference to a company means the following

(1) director or his relative

(2) key managerial personnel or his relative 

(3) a firm in which director, manager or relative is a partner

(4) a private company in which director or manager or his relative is a member or director

(5) a public company in which director or manager is a director or holds along with his relatives more than 2% of its paid up share capital

(6) any body corporate whose Board of Directors, managing director or manager is accustomed to act in accordance with the instructions, directions or advice of the director or manager 

(7) any person on whose advise, instructions or directions, the director or manager is accustomed to act. 

(8) any body corporate in which such director singly or in association with another director holds more than 2% shareholding of that body corporate or is a promoter, chief executive officer or manager of that body corporate 

(9) any firm or other entity in which such director is a partner, owner or member. 

Related party contract or arrangement pertains to 

(a) sale, purchase or supply of any goods or materials;

(b) selling or otherwise disposing of, or buying, property of any kind; (so immoveable property is covered)

(c) leasing of property of any kind;

(d) availing or rendering of any services;

(e) appointment of any agent for purchase or sale of goods, materials, services

or property;

(f) such related party's appointment to any office or place of profit in the company,

its subsidiary company or associate company; and 

(g) underwriting the subscription of any securities or derivatives thereof, of the

company:

It will not be construed as a related party if the transaction entered into by the company is in the ordinary course of business and is on arms length basis. 

BOD consent is required for entering into related party contracts. 

(1) The agenda of the Board meeting at which the resolution is proposed to be moved shall disclose-

(a) the name of the related party and nature of relationship;

(b) the nature, duration of the contract and particulars of the contract or arrangement;

(c) the material terms of the contract or arrangement including the value, if any;

(d) any advance paid or received for the contract or arrangement, if any;

(e) the manner of determining the pricing and other commercial terms, both included as part of contract and not considered as part of the contract;

(f) whether all factors relevant to the contract have been considered, if not, the details of factors not considered with the rationale for not considering those factors; and

(g) any other information relevant or important for the Board to take a decision on the proposed transaction.

The interested director shall not be present at the Board meeting where the discussion pertaining to the said related party is taking place. 

 

Prior Special resolution will be required if 

(i) the paid up share capital of the company is Rs.10 crores or more 

(ii) the sale, purchase, supply of any goods or materials directly or though appointment of agents exceeds 25% of the annual turnover, 

(iii) selling or otherwise disposing of property of any kind directly or though agents exceeding 10% of the net worth

(iv) leasing property of any kind exceeding 10% of the net worth or turnover

(v) availing or rendering of services directly or through agents, exceeding 10% of the net worth

(vi) appointment to any office or place of profit in the company or subsidiary or associate company at a monthly remuneration exceeding Rs.2.5 lakhs 

The interested director and the related parties who are members in this particular contract or arrangement shall not vote on the said resolution.

The explanatory statement to be annexed to the notice of a general meeting convened to consider related party transactions shall contain the following particulars namely:-

(a) name of the related party ;

(b) name of the director or key managerial personnel who is related, if any;

(c) nature of relationship;

(d) nature, material terms, monetary value and particulars of the contract or arrangement;

(e) any other information relevant or important for the members to take a decision on the proposed resolution.

The company is required to maintain register of contracts or arrangements in which directors are interested in form MBP-4 and shall enter therein following particulars. 

(1) names of companies, firms, bodies corporates, or other association of individuals in which director has any concern or interest

(2) particulars of contracts or arrangements with related parties 

Entries to be made in the register immediately at once whenever there is a cause to make entry in a chronological order and entries to be authenticated by a company secretary or by any person authorised by the Board for that purpose.